Legal regulations on changing the name of the enterprise

The name of the enterprise is the first legal factor that partners and the market perceive about that enterprise. Therefore, changing an enterprise's name is an extremely important legal matter. What is changing the name of the enterprise, and how should the change of enterprise name be carried out? These issues will be addressed by NPLaw along with esteemed readers through the article below.

I. The current situation of changing the name of the enterprise

During the establishment and operation process, due to various reasons such as the enterprise name being confused, duplicated, or changed to restructure the enterprise to do business on the market, ... Currently, aside from cases of confusion, duplication, or violation, in the context of a generally difficult economic situation, many enterprises choose to change their enterprise name to bring a new brand and a new name to the market.

The number of enterprises changing their names is not as high compared to other forms of enterprise registration changes, but it has also become a common legal issue in recent years.

It can be said that changing an enterprise name is not a new legal issue, but it is always a matter of concern and inquiry, especially in the current period.

II. Legal regulations on changing the name of the enterprise

1. What is changing the name of the enterprise? When is it permitted and not permitted?

Changing the name of the enterprise is one of the procedures for altering enterprise registration information as guided by the Law on Enterprises 2020, Decree No. 01/2021/ND-CP, and other related documents. Changing the name of the enterprise leads to a change in the name on the Enterprise Registration Certificate and a change in the enterprise's transaction name but does not alter the enterprise's inherent rights and obligations.

Currently, the law does not specifically recognize cases where changing the name of an enterprise is not permitted. In principle, the name of an enterprise falls within the scope of regulation and is based on the decision of the enterprise.

Therefore, the law does not intervene in cases of changing the enterprise name. However, in special cases regulated by Article 19 of Decree No. 01/2021/ND-CP, enterprises are required to change their names if the enterprise name infringes on industrial property rights.

2. Procedure for changing the name of the enterprise

Pursuant to Article 30 of the Law on Enterprises 2020 and Article 48 of Decree No. 01/2021/ND-CP, the procedure for changing the name of the enterprise includes the following steps:

Step 1: Submit the dossier for changing the enterprise registration content, specifically in this case, changing the enterprise name.

Step 2: The Business Registration Office issues a Receipt, receives, and reviews the dossier for changes to the business registration of that enterprise.

Step 3: Within 03 working days from the date of receiving the dossier, the Business Registration Office is responsible for reviewing the validity of the dossier and issuing the new Enterprise Registration Certificate;

In case the application is not valid, the Business Registration Office must notify the enterprise in writing of the necessary amendments and supplements.

In the case of refusing to issue a new enterprise registration certificate, a written notification must be sent to the enterprise, clearly stating the reason.

When changing the name of the enterprise, the rights and obligations of the enterprise do not change.

3. The dossier for changing the name of the enterprise

Pursuant to Clause 1, Article 48 of Decree No. 01/2021/ND-CP, the dossier for changing the name of the enterprise includes the following documents:

- Notice of changes to the enterprise registration content signed by the legal representative of the enterprise;

- Resolutions, decisions, and copies of meeting minutes of the Members' Council for limited liability companies with two or more members, partnerships, and the Shareholders' Meeting for joint-stock companies; resolutions and decisions of the company owner for sole-member limited liability companies regarding the change of enterprise name.

III. Answering some questions about changing the name of the enterprise

1. What are some considerations when changing the name of the enterprise?

When proceeding with changing the name of the enterprise, the enterprise needs to accurately determine the purpose and reason for the name change and then pay attention to the following issues:

- The new name of the enterprise must not be identical, cause confusion, or infringe on industrial property rights;

- The new enterprise name must comply with the naming regulations pursuant to Article 37 of the Law on Enterprises 2020.

- Carry out the procedures for notifying changes in enterprise registration information pursuant to Decree No. 01/2021/ND-CP.

2. Does changing the name of the enterprise require re-declaring the product?

Pursuant to Clause 4, Article 5 of Decree 15/2018/ND-CP, it is regulated as follows:

4. In cases where the product has changes in product name, origin, or composition, the organization or individual must re-declare the product themselves. In other cases of changes, organizations and individuals must notify the competent state management authority in writing about the content of the changes and may produce and trade the product immediately after sending the notification.

Thus, according to the above regulation, in the case of an enterprise changing its name, it only needs to notify the competent state management authority in writing about the change, without requiring a re-declaration of the product.

3. Can a newly established enterprise change its name?

Current laws do not restrict cases of changing an enterprise’s name. In principle, enterprises can change their names during their operation. The name change is based on the needs of the enterprise. Enterprises must take legal responsibility if they name their enterprise in violation of industrial property rights.

Therefore, a newly established enterprise can still change its name.

4. Who is authorized to sign the dossier for changing the enterprise name?

Pursuant to Clause 1, Article 48 of Decree 01/2021/ND-CP as follows:

1. In the case of changing the name of the enterprise, the enterprise submits the dossier for changing the content of the enterprise registration to the Business Registration Office where the enterprise is headquartered. The dossier includes the following documents:

A. Notice of changes to the enterprise registration content signed by the legal representative of the enterprise;

B. Resolutions, decisions, and copies of meeting minutes of the Members' Council for limited liability companies with two or more members, partnerships, and the Shareholders' Meeting for joint-stock companies; resolutions and decisions of the company owner for sole-member limited liability companies regarding the change of enterprise name.

Thus, the dossier for changing the enterprise's name is signed by the legal representative of the enterprise or approved by the Members' Council/Shareholders' Meeting/Company Owner.

5. One month after changing the enterprise name but not registering the change in the Enterprise Registration Certificate, what penalties will be imposed?

Pursuant to Article 44 of Decree 122/2021/ND-CP regulating the penalties for violations of the deadline for registering changes to the content of the Enterprise Registration Certificate as follows:

1. A warning for violations of the deadline for registering changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations beyond the regulated duration of 1 to 10 days.

2. A pecuniary penalty ranging from 3,000,000 VND to 5,000,000 VND shall be imposed for violations of the deadline for registering changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations beyond the regulated duration of 11 days to 30 days.

3. A pecuniary penalty ranging from 5,000,000 VND to 10,000,000 VND for violations of the deadline for registering changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations beyond the regulated duration of 31 days to 90 days.

4. A pecuniary penalty ranging from 10,000,000 VND to 20,000,000 VND for violations of the deadline for registering changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations beyond the regulated duration of 91 days or more.

5. A pecuniary penalty ranging from 20,000,000 VND to 30,000,000 VND for not  registering changes to the contents of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations.

6. Remedial measures:

A. Forcing the registration of changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations in case of violations pursuant to clauses 1, 2, 3, and 4 of this Article if the changes have not been registered as regulated;

B. Forcing the registration of changes to the content of the Enterprise Registration Certificate, registering changes to the content of operation registration of branches, representative offices, and business locations in violation pursuant to Clause 5 of this Article.

Pursuant to Clause 2, Article 4 of Decree 122/2021/ND-CP, the above penalty is regulated for organizations. For the same administrative violation, the fine for individuals is equal to 1/2 (one-half) of the fine for organizations.

Thus, in the case of one month after changing the name of the enterprise but not registering the change in the content of the Enterprise Registration Certificate, the enterprise may be fined at least 3-5 million VND.

6. If an enterprise changes its name, does it need to carry out a revision procedure in the environmental impact assessment report?

Pursuant to Clause 2, Article 27 of Decree 08/2022/ND-CP, which regulates the responsibilities of the investment project owner in preparing and executing the project before operation in case of changes compared to the decision approving the environmental impact assessment report as follows:

2. During the preparation and execution of the investment project before the operation, the project owner is responsible for conducting an environmental impact assessment when there are one or more changes compared to the decision approving the environmental impact assessment report pursuant to point a, clause 4, Article 37 of the Law on Environmental Protection and regulated detailly as follows:

A. Increasing the scale and capacity of the project to the extent that it requires the approval procedure for adjusting the investment policy or the procedure for adjusting the investment registration certificate according to the investment law;

B. Changing the production technology of the project generates waste that exceeds the waste treatment capacity of environmental protection facilities compared to the plan in the decision approving the environmental impact assessment report.

C. Changing the waste treatment technology of the project that has the potential to negatively impact the environment compared to the plan in the decision approving the environmental impact assessment report;

D. Changing the project execution location, except in the case of investment projects in production, business, concentrated service, and industrial complex zones where the project execution location changes in accordance with the functional zone planning of the production, business, concentrated service, and industrial complex zones approved by the competent authority;

E. Changing the direct discharge location of treated wastewater into a water source with higher discharge standards or changing the receiving source, leading to increased pollution, erosion, and subsidence.

According to the above regulation, in the case of changing the name of the enterprise, there is no need to revise the content of the environmental impact assessment.

IV. Legal consulting services for changing the name of the enterprise

Understanding the need to learn about regulations related to changing an enterprise's name, NGOC PHU LIMITED LIABILITY LAW COMPANY will support and advise you on the legal regulations concerning changing the name of the enterprise.

NGOC PHU LIMITED LIABILITY LAW COMPANY, with extensive experience in providing legal services, firmly believes that we will bring peace of mind and satisfaction to customers when using our services. Esteemed readers can contact NPLaw immediately to receive thorough and prompt consultation from our experienced lawyers at the contact information below: