Procedures for changing the content of JSC branch registration from A-Z

Procedures for changing the content of JSC branch registration is a mandatory procedure when an enterprise adjusts information about a branch registered with a competent state agency. This process applies when the company changes the branch headquarters address, branch head, business lines or tax registration information of the branch. The article below analyzes in detail the steps to perform this procedure.

When is it necessary to carry out the procedure to change the branch registration content?

According to the provisions of Article 44 of the Law on Enterprise 2020, a branch is a dependent unit of an enterprise, performing all or part of the enterprise’s functions. The branch must register its operations with the competent business registration agency. When there is a change in registration information, the enterprise must carry out procedures to change the branch registration content.

Enterprises need to carry out this procedure in the following cases:

• Change branch name;
• Change branch headquarters address;
• Change the branch head;
• Change the branch’s business lines;
• Change tax registration information (including phone number, email, website…).

This change must be promptly notified to the business registration agency according to the provisions of Article 62 of Decree 01/2021/ND-CP. If an enterprise does not carry out this procedure, it may be subject to an administrative penalty of between 5 million and 10 million VND according to the provisions of law on sanctioning of administrative violations in the field of business registration.

Procedures for changing the content of JSC branch registration

Procedures for changing the content of JSC branch registration need to comply with the legal process, from preparing documents to submitting documents and working with competent authorities to avoid unnecessary risks. Specifically:

Documents need to be prepared

When carrying out procedures to change branch registration content, enterprises need to prepare documents as prescribed in Article 62 of Decree 01/2021/ND-CP. Document components include:

1. Notice of change in branch operation registration content according to form Appendix II-9 Circular 01/2021/TT-BKHDT. This notice must be signed by the legal representative of the enterprise.
2. In case of changing the head of a branch, the enterprise must attach a copy of the personal legal documents of the new branch head, including:

• For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport.
• For foreigners: Foreign passport or valid document replacing a valid foreign passport.

3. Application for supplementing and updating operating registration information for the branch (according to form Appendix II-15 Circular 01/2021/TT-BKHDT) for companies operating under Investment Licenses, Investment Certificates or documents of equivalent legal value that have not supplemented or updated business registration information.
4. Authorization document (if the applicant is not the legal representative of the business) and copies of legal documents of the authorized person.

Note: Copies of individuals’ legal documents must be valid copies as prescribed in Article 11 of Decree 01/2021/ND-CP.

Implementation process

The process of implementing procedures for changing the content of JSC branch registration is specifically stipulated in Article 62 of Decree 01/2021/ND-CP. Depending on each case of change, the implementation process will be different:

Step 1: The enterprise conducts tax finalization and tax finalization procedures for the branch in case of changing the branch headquarters address causing a change in the tax administration agency.

Step 2: Joint Stock Company prepares documents to notify changes in branch registration content as above.

Step 3: The joint stock company submits documents to the business registration office where the branch is or will be located (if the branch address is changed).

Step 4: The Business Registration Office reviews the validity of the dossier and issues the Branch Operation Registration Certificate within 03 working days from the date of receipt of complete and valid dossier.

Application form:

According to Clause 1, Article 26 of the Law on Enterprises 2020, businesses can choose one of the following forms of application submission:

• Submit directly to the Business Registration Office where the branch is located.
• Sent via postal service.
• Submit your business registration application electronically at the National Business Registration Portal.

Note: In Hanoi and Ho Chi Minh City, business registration must be done electronically.

Fees and charges:

Enterprises must pay fees and charges when carrying out procedures to change branch registration content according to the provisions of Circular 47/2019/TT-BTC:

• Fee for changing Branch Operation Registration Certificate: 50,000 VND (free when registering electronically).
• Fee for publishing business registration content: 100,000 VND.

Resolution deadline:

The time limit for processing documents to change branch registration content is 03 working days from the date of receipt of complete and valid documents as prescribed in Clause 2, Article 62 of Decree 01/2021/ND-CP.

Some notes when carrying out procedures for changing the content of JSC branch registration

When carrying out procedures for changing branch registration content, businesses need to pay attention to the following issues:

Change branch headquarters address

Before carrying out the procedure to change the branch headquarters address, businesses should note:

• If the new address of the branch is in a different district/province than the old address (leading to a change in tax management authority), the enterprise must carry out tax finalization procedures with the old tax authority as prescribed in Clause 1, Article 36 of the Law on Tax Administration 2019.
• The new address of the branch must not be located in a dormitory house, apartment building with only residential functions, or agricultural land according to the provisions of the current Land Law and Law on Housing.
• The new address must be specifically identifiable, including house number, name of street/street/village/hamlet, commune/ward/town, district/city under the province, province/centrally run city.

Change branch name

When changing branch names, businesses should note:

• The branch name must include the business name and the phrase “Branch” or “Representative office” or “Business location”.
• In case an enterprise changes its name, the branch name change must be done after the enterprise has completed the procedure to change the enterprise name.

Change the branch’s business line or industry

When changing branches and business lines, businesses should note:

• Branches can only register the business lines that the enterprise has registered.
• In case a branch registers a new business line that the enterprise has not yet registered, the enterprise must carry out procedures to add a business line to the enterprise before carrying out procedures to change the branch’s business line.
• For conditional business sectors and trades, branches can only do business when they meet the conditions prescribed by law.

Change branch head

When changing branch heads, businesses should note:

• The head of the branch must have full capacity for civil acts and not be prohibited from managing an enterprise according to the provisions of the Law on Enterprise.
• Must submit a valid copy of the legal documents of the new branch head.
• The head of the branch operates under the authorization of the enterprise and is responsible to the enterprise for implementing authorized rights and obligations.

Frequently asked questions about changing the content of JSC branch registration

Below are some frequently asked questions, please refer to:

Does a company branch need to have its own seal?

According to current regulations, a company’s branch can have its own seal if the company decides so. The use of seals must comply with the provisions of Article 43 of the Law on Enterprises 2020, in which enterprises themselves decide on the form, quantity and content of the seals of enterprises, branches and representative offices.

How long does it usually take to complete the entire process of changing branch registration content?

Although the prescribed time limit for processing documents is 3 working days, the total time to complete the entire process usually lasts from 7-10 working days, including time to prepare documents, carry out tax finalization procedures (if any), submit documents, process documents and receive results.

While waiting for the new certificate, can the branch continue to operate?

Branches are still allowed to continue operating normally while waiting for the issuance of a new Branch Operation Registration Certificate. However, businesses should store a copy of the Document Receipt to present when necessary.

If the application to change the branch registration content is rejected, what should the enterprise do?

When the application is rejected, the business registration agency will notify you in writing stating the reason. Enterprises need to supplement and amend documents as required and resubmit. In case of disagreement with the refusal decision, the enterprise has the right to complain according to the provisions of the Law on Complaints.

Can multiple branch registration content changes be made at the same time?

Yes, businesses can make multiple changes to the branch registration content at the same time in the same set of documents, such as changing the headquarters address and changing the branch head. All changed contents need to be clearly stated in the Notice of change in branch operation registration according to the form Appendix II-9.

After being granted a new branch operation registration certificate, what procedures do businesses need to carry out?

After receiving the new Certificate, businesses need to:

• Notify the Tax Department of changes (if there are changes related to tax information);
• Update information on branch documents and transaction documents;
• Notify partners and customers about the change;
• Update information on website and advertising publications (if any);
• Carry out procedures to change the seal (if changing the branch name).

What is the difference in the procedure for registering changes in branch operations electronically?

When registering electronically, businesses need to:

• There is a valid digital signature or login account on the National Business Registration Portal;
• Scan the documents in the file into electronic data files;
• Declare information on the electronic form;
• Exemption from business registration fees (but still have to pay registration content publication fee);
• The application processing time is still 03 working days from the date the application is valid.

Is it necessary to change the parent company’s business registration before changing the branch registration?

In case of changing business lines or changing name, the enterprise must first carry out the procedure to change the business registration of the parent company, and then carry out the procedure to change the branch registration. For other changes such as changing the branch address or branch head, it can be done directly without changing the parent company’s registration.

Consulting services on procedures for changing the content of JSC branch registration at Long Phan Consulting Company

Although the procedure for changing the content of JSC branch registration is clearly regulated, there are still many complex issues that businesses need to pay attention to. To ensure that the procedure implementation process takes place quickly, smoothly and legally, businesses can use consulting services at Long Phan Consulting Company.

Long Phan Consulting Company provides comprehensive consulting services on procedures for changing the content of JSC branch registration including:

• Consulting on legal regulations related to changing branch registration content.
• Draft documents to change branch registration content according to the prescribed form.
• The enterprise representative submits the application at the competent business registration agency.
• Monitor the document processing process and promptly report to the business.
• Receive results and hand them over to the business.
• Support in resolving problems that arise during the implementation of procedures.

With the support of Long Phan Consulting Company, businesses will save time, effort and avoid unnecessary risks during the process of implementing procedures to change the content of JSC branch registration.

>>> Reference: Service of changing business registration content.

Conclude

Procedures for changing the content of JSC branch registration require businesses to thoroughly understand the legal regulations and comply with the correct process. Correct and complete implementation of procedures will help businesses avoid legal risks and ensure that the branch’s business activities are protected by law. If customers need detailed support regarding this procedure, please contact Long Phan Consulting Company via the hotline 1900636389 for free consultation and timely support.