WHAT TO DO WITH YOUR CERTIFICATE OF INCORP AFTER COMPANY FORMATION

Upon successfully forming a company, your Certificate Of Incorp signifies the legal existence of your business. But what responsibilities come with this important document? Do you need to maintain it on a quarterly or annual basis? In this article, we will guide you through the essential obligations associated with your Certificate Of Incorporation after company formation, with a particular focus on updating information and complying with regulations in Vietnam.

The importance of keeping your Certificate Of Incorp updated

Cert Of Incorporation is a key legal document that verifies your company’s registration. Regular updates and adherence to regulations are required for companies with foreign investment in Vietnam.

What is a Certificate Of Incorporation?

A Certificate Of Incorporation is an official document issued when a company is legally registered. It verifies the company’s existence as a separate legal entity. If you’re asking what is a Letter Of Incorporation or what is an Incorporation Certificate, they refer to the same document, confirming the business's formation. It provides legal recognition, allowing the company to operate within the law. For those wondering what is a Certificate Of Corporation included, it contains essential information like the company’s name, registration date, and official address.

The certificate confirms a company's legal registration and provides essential details

Updating information in the Certificate Of Incorp

While there are no explicit regulations mandating periodic updates of the Certification Of Incorporation (on a quarterly or annual basis), businesses must ensure the accuracy of the information provided. According to the Enterprise Law 2020 in Vietnam, companies are legally required to take responsibility for the accuracy and honesty of the information they declare. Any changes in details require businesses to promptly update the information. This means that if there are changes to the company's name, headquarters, or capital structure, the Cert Of Incorp must be updated accordingly. Failing to do so could result in penalties or, worse, jeopardize the company’s legal standing.

When you cannot register or notify changes

There are certain situations where a company is prohibited from making changes to its registered details:

  • If the business has received a notification from the Business Registration Office about a violation, which may result in the revocation of the Business Registration Certificate, or if the certificate has already been revoked.

  • If the company is in the process of dissolution, as decided by its management.

  • If required by a court, law enforcement agencies, or investigators as per the Criminal Procedure Code.

  • If the company is classified as no longer operating at its registered address.

However, businesses can resume the registration process if they take corrective actions as specified in the violation notice and receive approval from the Business Registration Office. Additionally, even during the dissolution process, certain updates may still be allowed if they pertain to completing the required dissolution paperwork. In such cases, businesses must submit an explanation along with the registration for these changes. Beside that, companies that transition from the status of "No longer operating at the registered address" to "Active" are permitted to update their business registration details again.

To navigate the complex business registration process, foreign enterprises often require the assistance of a reputable firm specializing in company formation procedures. G2B services provide professional and reliable support, guiding businesses through proper company establishment and annual compliance, ensuring smooth operations and minimizing legal risks from the outset.

Company can not update its Certificate Of Incorp during legal or operational restrictions 

Detailed guidelines for updating business registration information

The process of updating business information post-company formation can be classified into two primary categories: Changes that affect the Certificate For Incorporation and changes that do not.

Changes affecting the Certificate Of Incorporation

The company must submit a notification to the Business Registration Office where it is headquartered. The office will review the submission and issue an updated Certificate Of Incorp if the changes are approved. This applies to cases where a business updates information in the business registration file that do affect the content of the Certificates Of Incorporation, and do not fall under the following circumstances:

  • Registering a change of the company's head office address

  • Changing the company name

  • Updating partner members

  • Changing the legal representative of a limited liability company or joint-stock company

  • Updating charter capital, capital contributions, or capital contribution ratios

  • Changing members in a limited liability company with two or more members

  • Changing the owner of a single-member limited liability company

  • Changing the owner of a private enterprise in the event of a sale, gift, or the owner's death

  • Updating the investment capital of a private enterprise owner

Changes not affecting the Certificate Of Incorporation

For other changes that do not affect the content of the Certificate Of Incorp, the company is still required to inform the Business Registration Office. This allows the Business Registration Office to add the information to the company’s records and update the National Business Registration Database accordingly, excluding the following cases:

  • Notifying changes to business sectors or activities

  • Notifying changes in information about founding shareholders in unlisted joint-stock companies

  • Notifying changes in foreign investor shareholders in unlisted joint-stock companies

  • Notifying changes in tax registration information

  • Notifying changes in foreign investor shareholder information, changes in authorized representatives of foreign organization shareholders, notifications for leasing private enterprises, or changes in authorized representative information.

Response time from the Business Registration Office

Upon receiving the business registration application, the Business Registration Office will issue a receipt to the applicant. The Business Registration Office will grant the Certificate of Business Registration within three working days from the date of receiving a valid application.

Business Registration Office issues a receipt in 3 days and grants Certificates Of Incorporation

  • If the application is deemed invalid or if the proposed business name does not comply with regulations, the Business Registration Office will provide written notification detailing the necessary amendments or supplements within three working days of receiving the application.

  • In cases where the business registration is denied, the Business Registration Office will issue a written notification to the applicant, clearly stating the reasons for the refusal.

Understanding the obligations related to Certificate of Incorp and working closely with legal and business registration professionals will help you navigate the post-incorporation responsibilities and keep your company compliant with the law. Let G2B be your trusted partner, guiding you through every stage of the annual compliance process with reliability and dedication. Contact G2B today to achieve your goal of expanding your business to Vietnam!

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