Vietnam Corporate Filings FAQ: Company Changes & M&A

Updated Oct 4, 2026

Once your company is running, staying compliant means registering every change on time — name, address, capital, legal representative or a new investor. These are the questions business owners ask us most, including the new beneficial-owner rule and when an M&A approval is needed. As your authorized representative we prepare the resolutions and lodge the filings, while the registration authority registers the change. InTimeVisa is not a law firm and does not give legal advice.

How do I change my company name — is it just the certificate?

A name change changes the Enterprise Registration Certificate; register within 10 days of the change under Enterprise Law Article 30(2). (59/2020/QH14) Check name requirements and update related records according to their use. We prepare the file and update checklist. The ERC is issued by the business registration authority under the Department of Finance; addresses in a hi-tech park fall under its management board (Article 20(1), Decree 168/2025/NĐ-CP, as amended by Decree 296/2026/NĐ-CP). (168/2025/NĐ-CP) (296/2026/NĐ-CP)

We're moving office — what changes if it's to another district or province?

A move within the same tax authority is mostly a registration update, usually done in about 3–5 working days. If you move to a different district or province there's an extra tax step first — you close out with the old tax office (chốt thuế) before the new registration issues — so allow a little more time. The change is lodged with the business registration office of the provincial Department of Finance (Sở Tài chính); we sequence the tax closeout and the registration so the move goes through cleanly.

Can I add or remove a business line whenever I want?

You can add or drop business lines by notifying the change within 10 days, and most updates are quick. (59/2020/QH14) The catch is conditional lines — some sectors need a sub-license or minimum conditions, and for foreign-owned companies some carry market-access limits or ownership caps under the investment law (Luật Đầu tư 143/2025/QH15, Articles 7–8, which replaced Law 61/2020/QH14 from 1 March 2026). (143/2025/QH15) We check whether the line you want is conditional before we file, so the change isn't rejected at the counter. If the company is established first, it must complete the procedure to obtain its IRC within 12 months of establishment. It may implement the project only after the IRC issuance or adjustment procedure is complete, and add other business lines only after the IRC has been issued. The registration application must include a commitment to meet foreign-investor market-access conditions (Decree 96/2026/NĐ-CP, Article 72(3)–(4)). (96/2026/NĐ-CP)

What do I need to increase our charter capital?

The capital-increase dossier and timing depend on the company form and method of increase; obtain the competent resolution or decision and register the change as required. (59/2020/QH14) For a company with an investment project, we check which IRC details need adjustment and the project contribution schedule. The capital-account type depends on the investment structure, IRC requirement and transaction, rather than ownership percentage alone. An enterprise formed with a foreign investor and required to obtain an IRC falls under Article 3(2)(a) of Circular 06/2019/TT-NHNN. (06/2019/TT-NHNN) For enterprises under point (b), the current threshold is more than 50% under Article 11(3) of Circular 03/2025/TT-NHNN. (03/2025/TT-NHNN)

Can we reduce charter capital and take some money back out?

Reducing capital is more sensitive than raising it. An LLC may only return capital to its owner/members if it has operated continuously for at least two years from registration and can still pay all its debts and obligations afterwards (Luật Doanh nghiệp 59/2020, Art 68 for a multi-member LLC and Art 87 for a single-member LLC). (59/2020/QH14) You'll need the proper resolution and, in practice, financials showing solvency — we prepare both and lodge the reduction.

How do I change our legal representative?

A change of legal representative must be registered within 10 days, and the company must at all times have at least one legal representative resident in Vietnam. (59/2020/QH14) If your new representative is a foreigner, their work-permit and residence status matter too. We prepare the appointment resolution, the handover, and the filing — and flag any knock-on for that person's permit.

A foreign investor is buying into our company — is there an approval step before the money moves?

A foreign investor registers a capital/share acquisition before changing members or shareholders if Investment Law 143/2025/QH15, Article 21(3), applies: increased foreign ownership in a sector with conditional market access; moving from no more than 50% to above 50%, or increasing an existing holding above 50%, within Article 20’s scope; or a company holding a land-use certificate in the listed defense/security areas. (143/2025/QH15) Market-access, defense/security and land conditions still apply. Signing and payment timing must be checked for the transaction; there is no universal “approval — sign — pay” sequence.

It's just a transfer between existing Vietnamese partners — do we still need M&A approval?

A transfer between Vietnamese investors is outside the foreign-investor registration procedure in Investment Law Article 21(3), but enterprise records and tax duties still need checking. (143/2025/QH15) Tax is not always based on a gain: under PIT Law 109/2025/QH15, Article 13, a resident individual’s capital transfer is taxed at 20% of taxable income, or 2% of transfer price if purchase price/costs cannot be determined; securities transfers are 0.1% of transfer price. (109/2025/QH15) Organizations and non-residents require their applicable regime to be checked. We assess this before signing.

Should we open a branch or a representative office?

A branch is a dependent unit performing all or part of the enterprise’s functions, including authorized representation; its business lines must match the enterprise’s. (59/2020/QH14) A representative office represents and protects the enterprise’s interests and does not conduct business (Enterprise Law Article 44). (59/2020/QH14) We check the intended activities so you can select and register the right form.

What annual filings does a company have to keep up with?

Collection and payment of the business license fee ended on 1 January 2026 under Resolution 198/2025/QH15, Article 10(7). (198/2025/QH15) Tax filings, financial statements, audits and registration or beneficial-owner updates depend on the company’s activities, reporting period and conditions. We prepare a checklist for your case.

What happens if we missed the deadline to register a change?

Late registration is penalized on a sliding scale: a warning for 1–10 days late, then fines rising to roughly VND 10–20 million once you're 91+ days late (Nghị định 122/2021/NĐ-CP), separate from any tax penalties. Those figures are for organizations; individual fines are typically half. If you've already missed a deadline, tell us — we can usually still file and keep the penalty to the minimum.

We want to pause the business — is it better to suspend or dissolve?

Notify the provincial business registration authority at least 3 working days before suspension; each notice covers no more than 12 months and consecutive suspension totals no more than 24 months under Decree 168/2025/NĐ-CP, Article 60(1), as amended by Decree 296/2026/NĐ-CP, Article 11(1). (168/2025/NĐ-CP) (296/2026/NĐ-CP) Suspension differs from dissolution; check obligations that remain during it. We prepare the file for your chosen option. The notice must include the legal representative’s phone number and email. Registration changes must still be registered or notified during suspension, including suspension ordered by an authority. Within 5 working days after the notified suspension ends, the legal representative must confirm resumption and compliance with registration duties on the national enterprise registration system. This confirmation applies to suspension notified from 23 July 2026. Earlier consecutive suspension counts towards the 24-month cap; if the latest notified period already takes the total above 24 months, no further consecutive suspension may be registered after it ends. For dissolution, file within 5 working days after all debts are paid; a joint-stock company that is neither listed nor registered for securities trading must attach a copy of its shareholder register to the dissolution notice (Decree 296/2026/NĐ-CP, Articles 11–13 and 20–21). (296/2026/NĐ-CP)

I heard we now have to declare a 'beneficial owner' — is that new?

Basis: Enterprise Law 59/2020/QH14 (59/2020/QH14), amended by 76/2025/QH15 (76/2025/QH15); Decree 168/2025/NĐ-CP, amended by 296/2026/NĐ-CP. Beneficial owners are identified under Articles 17–18 of Decree 168/2025/NĐ-CP as replaced by Articles 3–4 of Decree 296/2026/NĐ-CP. (168/2025/NĐ-CP) (296/2026/NĐ-CP) The rules cover direct or indirect ownership of at least 25% of capital or voting shares, family or contractual groups, general partners, actual control and a fallback to the highest-authority individual manager. Founders and enterprises must trace each ownership layer to identify the individuals to declare.

Can we convert a single-member LLC into a multi-member LLC or a joint-stock company?

Yes — but that's a formal conversion, not just an edit: it needs the right resolution, a new company charter and a fresh enterprise registration. It's a common step when you take on an investor or partner, and it can be combined with a capital increase. We prepare the conversion dossier and file it so your company history and tax code carry over cleanly.