Vietnam Corporate Legal FAQ: Company Changes & M&A

Updated 2026-07-07

Once your company is running, keeping it legal 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. We prepare the resolutions and lodge the filings while the Department of Finance registers the change.

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

No — changing the name means amending the enterprise registration, and the change must be registered within 10 days of the decision (Luật Doanh nghiệp 59/2020/QH14). The new name then has to flow through to your seal, invoices, bank account, tax records, contracts and any sub-licences, so it's easy to leave loose ends. We prepare and lodge the filing with the Department of Finance and give you a checklist for the downstream updates — and we check the name isn't already taken or confusingly similar before you commit.

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. Since 1 July 2025 the change is lodged with the 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. The catch is conditional lines — some sectors need a sub-licence or minimum conditions, and for foreign-owned companies some carry market-access limits or ownership caps under the investment law (Luật Đầu tư 61/2020/QH14). We check whether the line you want is conditional before we file, so the change isn't rejected at the counter.

What do I need to increase our charter capital?

You pass an owner's or members'/shareholders' resolution, contribute the new capital, and register the change within 10 days. For a foreign-invested company an increase usually also means amending the investment registration certificate (IRC) first, and the funds should come in through the company's direct-investment capital (DICA) account. We prepare the resolutions and run the steps in the right order.

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). 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. 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?

Usually yes. When a foreign investor buys capital or shares, the deal often needs a capital-contribution / share-purchase approval (đăng ký góp vốn, mua cổ phần, phần vốn góp) at the Department of Finance BEFORE payment — it's an approval, not just a record made afterwards. It's typically required when foreign ownership rises, in conditional sectors, or where the company holds land-use rights in sensitive areas. Getting the approve-sign-pay-update sequence right is the whole game, and we manage it end-to-end.

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

Usually not. A transfer between existing Vietnamese members, or one that involves no foreign investor and touches no ownership cap, is normally handled as an ordinary update of the members/shareholders — the transfer paperwork and a registration, without a separate M&A approval. Either way the seller generally owes tax on the gain (personal income tax for individuals, corporate income tax for companies), and that must be declared for the change to complete. We confirm which track your deal is on before anything is signed.

Should we open a branch or a representative office?

A branch can carry on the company's business and earn revenue (and is taxed on it); a representative office can only do liaison, market research and promotion — it can't trade or generate revenue. Both are registered and both can sit in another province. Choose a branch if you need to invoice locally, a rep office if you just need a presence — we advise on the fit and register it for you.

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

Even a quiet company has yearly obligations: the annual business-licence tax, corporate income tax finalisation and financial statements (an audit is mandatory for foreign-invested companies), personal income tax finalisation, and keeping the registration current — including the new beneficial-owner information. Miss these and you face fines and, at worst, a locked tax code. We can run your annual compliance so nothing lapses.

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

Late registration is penalised 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 organisations; 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?

If you're only pausing, temporary suspension (tạm ngừng kinh doanh) is far lighter: you notify the registry at least 3 working days ahead, each notice covers up to a year, and you can renew — the company and its tax code stay alive (Luật Doanh nghiệp 59/2020, Art 206). Dissolution permanently closes the company and requires clearing all debts, finishing tax obligations and closing the tax code, which takes longer. We'll help you weigh which one fits your situation.

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

Yes. Under the amended Enterprise Law (Luật 76/2025/QH15, in force from 1 July 2025), companies must declare their beneficial owners — broadly, any individual who ultimately owns 25% or more of the charter capital or otherwise controls the company. New companies declare at set-up; existing companies update the information at their next registration change. We identify who qualifies and prepare the declaration.

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 structure the conversion and file it so your company history and tax code carry over cleanly.