Regulations on business locations in corporate mergers under law

Business locations in corporate mergers are also matters that enterprises should pay close attention to. The article below sets out the legal regulations concerning business locations in corporate mergers and addresses several related questions in order to help individuals and organizations protect their lawful rights and interests.

I. Introduction to issues relating to business locations in corporate mergers

When conducting a corporate merger, issues relating to business locations must be handled carefully in order to ensure legal compliance and maintain uninterrupted business operations. Changes to business locations may cause difficulties for enterprises in updating invoices and labor records during the initial period after the merger. Therefore, enterprises should ensure compliance with legal regulations to avoid administrative fines.

II. Understanding business locations in corporate mergers

1. What are business locations in corporate mergers and how do they differ from ordinary business locations?

Pursuant to Clause 3, Article 44 of the Law on Enterprise 2020 (as amended in 2025), a business location is a place where an enterprise conducts specific business activities.

Business locations in corporate mergers are essentially business locations that originally belonged to the merged company and are subsequently transferred to and maintained under the management of the receiving company.

The principal differences between business locations arising from a merger and ordinary business locations are as follows:

• Ordinary business locations: They are established by enterprises through notification to the competent authority for the purpose of expanding their business network pursuant to Clause 2, Article 30 of Decree No. 168/2025/ND-CP.
• Business locations in corporate mergers: As a consequence of a corporate merger, the merged company ceases to exist after the receiving company completes enterprise registration. Before termination of the merged company, all branches, representative offices, and business locations of the merged company must terminate operations under Point c, Clause 2, Article 201 of the Law on Enterprise 2020, as guided by Clause 3 Article 67 of Decree No. 168/2025/ND-CP.

2. When discussing business locations in corporate mergers, which elements need to be clearly identified?

During a corporate merger, clearly identifying elements relating to business locations is extremely important in order to ensure legal compliance and operational stability after the transfer. The following are main elements that must be clarified:

• Legal status of the business location: Reviewing ownership rights or lease agreements. In the case of leased premises, it is necessary to examine whether the transfer of lease rights to the new legal entity is restricted. Enterprises should also review financial obligations such as outstanding land taxes, land rental fees, or infrastructure service charges associated with the location.
• Compliance with planning regulations: Determining whether the business location is located in an area subject to clearance, rezoning, or whether it remains suitable for the business lines of the enterprise after the merger.
• Location-based licensing system: Licenses associated with a specific location, such as fire prevention and fighting certificates, environmental permits, or other local specialized certifications.

3. How many types of business locations in corporate mergers must be registered with competent authorities?

The law does not limit the number or classification of business locations. However, enterprises undergoing mergers are required to implement notification procedures for business locations in accordance with legal regulations. Pursuant to Clause 5, Article 45 of the Law on Enterprise 2020 (as amended in 2025), within 10 days from the date of deciding on a business location, the enterprise must notify the business registration authority thereof.

4. What should customers and partners pay attention to when dealing with business locations in corporate mergers?

When dealing with business locations in corporate mergers, customers and partners should note that the receiving company automatically inherits all lawful rights, obligations, and interests from the merged company. The following detailed notes should be considered in order to ensure legal safety in transactions:

- Reviewing contracts and business licenses: Relevant parties should proactively update legal documents to avoid risks of contracts becoming invalid or difficulties when dealing with state authorities.

• Contract appendices: Partners should execute appendices to update the company name, legal representative, and new bank account information.
• Specialized permits: For conditional business locations (such as food safety and hygiene or fire prevention and fighting), it is necessary to verify whether the permits have been updated under the new entity name.

- Verifying the authority of persons signing contracts at the business location to ensure they possess proper authorization from the legal representative of the receiving company.

- Invoice information: When issuing electronic invoices, enterprises must verify the accuracy of the business location address after the merger if any changes occur.

Accordingly, customers and partners should pay attention to the above matters when conducting transactions with business locations in corporate mergers.

III. Legal regulations relating to business locations in corporate mergers

1. Which laws or legal instruments regulate the procedures for registering business locations in corporate mergers?

Procedures for registering business locations in corporate mergers are mainly regulated by the following legal documents:

• Law on Enterprise 2020 (as amended in 2025): It sets out general principles regarding notification of business locations, corporate merger procedures, and transfer of rights and obligations.

Pursuant to Clause 5 Article 45 of this Law, enterprises are required to notify the business registration authority of their business locations.

• Decree No. 168/2025/ND-CP: This Decree provides detailed guidance on dossiers, order, and procedures for notification of establishment of business locations. Specifically, Clause 2 Article 30 of the Decree provides detailed regulations on notification procedures for establishment of business locations with competent authorities.

2. What basic steps must be implemented when changing business locations in corporate mergers?

Pursuant to Clause 2, Article 201 of the Law on Enterprise 2020 (as amended in 2025) and Article 67 of Decree No. 168/2025/ND-CP, the following basic steps must be implemented when changing business locations in corporate mergers:

• Preparation and approval of merger documents: Relevant companies prepare the merger agreement and draft charter of the receiving company, then approve the merger agreement and charter of the receiving company.
• Notification to relevant parties: Written notices regarding the merger must be sent to relevant parties (partners, banks, employees) and creditors within 15 days from the date of approval.
• Registration of the enterprise after the merger, tax finalization, transfer of tax obligations relating to business locations, and termination of operations. The business registration authority shall update the status of termination of business locations of merged companies in the National Enterprise Registration Database.
• Notification of establishment of business locations after the merger: Within 10 days from the date of deciding on the business location, the enterprise must notify the business registration authority under Clause 5, Article 45 of the Law on Enterprise 2020 (as amended in 2025). The notification dossier includes a notice of establishment of the business location.
• Within 03 working days from receipt of a valid dossier, the provincial business registration authority shall update information relating to the business location in the National Enterprise Registration Database. Upon request of the enterprise, the provincial business registration authority shall issue a Certificate of Registration of Business Location. If the dossier is invalid, the provincial business registration authority shall issue a written notice specifying contents requiring amendment or supplementation under Clause 3 Article 30 of Decree No. 168/2025/ND-CP.

3. What common acts are considered violations relating to business locations in corporate mergers?

Common violations arising from changes to business locations in corporate mergers generally revolve around the following issues:

• Delayed notification to creditors and employees: Failure to send, or delayed sending of, merger agreements to creditors, as well as failure to notify employees regarding the termination or conversion of business locations.
• Failure to terminate operations of business locations and failure to notify changes to business locations after the merger: Following the merger, the receiving company fails to implement procedures for termination of the business locations belonging to the merged company. In addition, the enterprise fails to notify, or delays notification of, the establishment of business locations after the merger to the business registration authority within the prescribed time.
• Conducting business at unregistered locations: Implementing business operations at a new location without registration, or continuing to maintain old signage at an address where operations have already been terminated.

IV. Questions relating to business locations in corporate mergers

1. What is the time for updating information relating to business locations in corporate mergers within the registration system?

Pursuant to Clause 5, Article 45 of the Law on Enterprise 2020 (as amended in 2025), within 10 days from the date of deciding on a business location, the enterprise must notify the business registration authority thereof. The dossier for notification of establishment of a business location includes a notice of establishment of the business location.

Within 03 working days from the date of receipt of a valid dossier, the provincial business registration authority shall update information relating to the business location in the National Enterprise Registration Database under Clause 3, Article 30 of Decree No. 168/2025/ND-CP.

Accordingly, the time for updating information relating to business locations in corporate mergers within the registration system is 03 working days from the date the enterprise submits a valid dossier.

2. During a merger, how must changes to business locations be notified to the business registration authority?

Pursuant to Clause 3, Article 67 of Decree No. 168/2025/ND-CP, before the merged enterprise terminates its existence, all business locations of the merged enterprise must cease operations.

Pursuant to Clauses 2 and 3, Article 30 of Decree No. 168/2025/ND-CP, an enterprise may establish a business location at an address different from its head office or branch location. Within 10 days from the date of the decision to establish the business location, the enterprise must submit a notification dossier for establishment of the business location to the provincial business registration authority where the business location is situated. The dossier includes a notice of establishment of the business location.

Within 03 working days from the date of receipt of a valid dossier, the provincial business registration authority shall update information relating to the business location in the National Enterprise Registration Database. Upon request of the enterprise, the provincial business registration authority shall issue a Certificate of Registration of Business Location.

If the dossier is invalid, the provincial business registration authority shall issue a written notice specifying the contents requiring amendment or supplementation.

3. How may an enterprise be sanctioned for failing to promptly update information relating to business locations in corporate mergers?

A receiving company that fails to promptly update information relating to business locations in corporate mergers may be subject to the following sanctions:

- Under Points a and b, Clause 1 and Clause 2, Article 54 of Decree No. 122/2021/ND-CP, a fine ranging from 20,000,000 VND to 30,000,000 VND shall be imposed for one of the following acts:

• Conducting business at a location without notifying the business registration authority where the enterprise is registered (in cases where the business location is directly affiliated with the enterprise).
• Where tax law violations arise, sanctions shall be imposed in accordance with regulations on administrative fines in the tax sector.
• Terminating operations of a business location without notifying the business registration authority.

- Remedial measures: The violating enterprise shall be compelled to provide notification to the business registration authority for the above-mentioned violations.

4. What legal risks arise from failure to hand over or transfer dossiers and documents relating to business locations during the merger process?

Failure to hand over or incomplete transfer of dossiers and documents relating to business locations during a corporate merger may lead to numerous serious legal risks for the receiving company and related parties. Such risks include:

• Administrative sanctions: The receiving company is obliged to inherit all rights and obligations of the merged company. If sufficient dossiers are unavailable for implementing procedures to timely notify changes to business locations, the enterprise may be fined from 20,000,000 VND to 30,000,000 VND under Points a and b, Clause 1 and Clause 2, Article 54 of Decree No. 122/2021/ND-CP.
• Invalid contracts or disputes: If business location information is not accurately updated on licenses due to missing handover dossiers, commercial contracts executed using outdated information may be rejected by counterparties or lead to legal disputes.
• Tax and invoice risks: The merged company must terminate the validity of its tax identification number. If business location dossiers are not transferred, the receiving company may have difficulties in updating invoice issuance addresses, thereby creating risks of being deemed to use unlawful invoices or invoices containing incorrect address information.

5. Does conversion of the function or use purpose of business locations in corporate mergers require approval from local authorities? Who takes legal responsibility for compliance at business locations after the merger?

- Pursuant to Point h, Clause 2, Article 43 of the Law on Construction 2025, prior to commencement of construction works, investors are required to obtain construction permits except in the following cases:

• Repair or renovation works conducted inside a building, or exterior renovation works not adjacent to roads in urban areas subject to architectural management requirements prescribed by competent state authorities;
• The repair or renovation does not change the intended use purpose or functional use of the work, does not affect the structural safety of the work, and ensures compliance with fire prevention and fighting, environmental protection, and technical infrastructure connection requirements.

Accordingly, depending on the specific circumstances, conversion of the function or use purpose of business locations in corporate mergers may require approval from local management authorities.

- Pursuant to Point c, Clause 2, Article 201 of the Law on Enterprise 2020, as guided by Article 67 of Decree No. 168/2025/ND-CP, after the receiving company completes enterprise registration, the merged company ceases to exist. The receiving company is entitled to all lawful rights and interests and assumes responsibility for all obligations, outstanding debts, labor contracts, and other property obligations of the merged company. The receiving company automatically inherits all lawful rights, obligations, and interests of the merged companies under the merger agreement.

At the same time, under Clause 1, Article 12 of the Law on Enterprise 2020 (as amended in 2025), the legal representative of an enterprise is an individual representing the enterprise in exercising rights and obligations arising from transactions of the enterprise, representing the enterprise as requester for settlement of civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration or Courts, and exercising other rights and obligations prescribed by law.

Therefore, the entity taking legal responsibility for compliance at business locations in corporate mergers is the receiving company, specifically the legal representative of the receiving company.

V. Are you looking for a reputable legal expert to assist with issues relating to business locations in corporate mergers?

The above information provides clarification on issues relating to business locations in corporate mergers, as presented by NPLaw to our valued readers. With a team of experienced lawyers and legal professionals, NPLaw provides reputable and professional legal services, ensuring the best protection of the lawful rights and interests of clients. Should you require legal assistance, you may contact NPLaw for consultation and support.

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