Notice of change of registered office address in Vietnam

Businesses changing their registered office address without fully understanding the registration procedure with competent authorities is a common situation today. Long Phan Consulting supports enterprises in corporate law matters by providing detailed guidance on preparing the notice of change of registered office address form in accordance with Decree No. 168/2025/ND-CP. This article analyzes cases requiring registration, receiving authorities, required documents, and penalties for late compliance.

When Enterprises Must File a Notice of Change of Head Office Address

Not every office relocation requires an enterprise to file a Notice of Change of Head Office Address. Current law distinguishes two groups of cases below, based on the cause of the address change.

Mandatory Registration When Relocating at the Enterprise’s Own Initiative

When an enterprise voluntarily relocates its head office, whether within the same province or to another locality, this constitutes a change to the content of the Enterprise Registration Certificate (ERC) under Article 28, Law on Enterprises 2020. Under Clause 2, Article 30, Law on Enterprises 2020 (as amended and supplemented in 2025), the enterprise must register the change to its ERC content within 10 days from the date of the change. Article 40, Decree 168/2025/ND-CP sets out the specific dossier, order, and procedure.

Exception for Administrative Boundary Adjustments

When the head office address changes purely due to a state administrative boundary adjustment, such as a provincial merger or renaming of a ward or commune, the enterprise is not required to register the address change with the Provincial Business Registration Authority, under Clause 2, Article 57, Decree 168/2025/ND-CP. The enterprise only needs to send an information update notice if it wishes, and no fee applies under Clause 3, Article 57 of the same Decree.

Authority Receiving the Head Office Address Change Dossier

Identifying the competent authority correctly is the first step to avoid a rejected filing due to a wrong submission point. This section explains the receiving authority and the related obligations before filing.

Provincial Business Registration Authority at the New Head Office Location

Under Article 20, Decree 168/2025/ND-CP, the Business Registration Authority under the provincial or centrally run city Department of Finance is the authority that grants enterprise registration for enterprises, branches, representative offices, and business locations within its administrative area.

The enterprise must file the dossier with the Provincial Business Registration Authority at the new head office location, not the former address.

Obligation to Complete Tax Relocation Procedures Before Filing

If the relocation changes the tax authority managing the taxpayer, the enterprise must complete the relocation procedure with the tax authority under the Law on Tax Administration 2019 before filing the change-of-registration dossier, under Clause 1, Article 40, Decree 168/2025/ND-CP.

After the enterprise fulfills its tax obligations, the tax authority sends a confirmation to the Provincial Business Registration Authority within 1 working day. Many address-change filings are delayed because enterprises skip this step with the tax authority.

Guidance on Preparing the Application for Registration of Changed Enterprise Registration Content

Preparing the correct form and attaching the proper supporting documents directly determines whether the dossier is accepted on first submission. The three points below need particular attention when preparing the Notice of Change of Head Office Address.

Mandatory Information on Form No. 12, Appendix I, Circular 121/2026/TT-BTC

From August 21, 2026, Form No. 12, used for registering changes to enterprise registration content, was replaced under Circular 121/2026/TT-BTC (amending Circular 68/2025/TT-BTC).

This form applies to registration of changes to ERC content, including changes to the head office address. The enterprise must state the enterprise code, enterprise name, former address, and new address according to the current administrative units.

Accompanying Documents by Enterprise Type

Under Clause 2, Article 40, Decree 168/2025/ND-CP, the dossier for registering a head office address change must include a resolution or decision on the address change, specific to each enterprise type: Single-member limited liability company: a decision of the company owner. Multi-member limited liability company or partnership: a resolution or decision of the Members’ Council.

Joint stock company: a resolution or decision of the General Meeting of Shareholders. If the person filing the dossier is not the legal representative, the dossier must include a valid power of attorney.

No Seal Required on the Application, Meeting Minutes, Resolutions, or Internal Decisions

Under Clause 5, Article 4, Decree 168/2025/ND-CP, enterprises are not required to affix a seal on the enterprise registration application, meeting minutes, resolutions, or decisions within the registration dossier. Sealing of other documents in the dossier follows the applicable specialized legislation.

>>>See more: Registration of Enterprise Establishment Service

Filing Procedure and Processing Timeline

The procedure has three sequential steps. Enterprises should follow the correct order to avoid having the dossier returned by the Business Registration Authority for incomplete tax obligations.

1. Complete the relocation procedure with the tax authority if the change affects the managing tax authority. If the new address falls under a different tax authority’s jurisdiction, the enterprise must first complete the relocation procedure under the Law on Tax Administration 2019. This is a precondition under Clause 1, Article 40, Decree 168/2025/ND-CP.
2. File the dossier with the Provincial Business Registration Authority at the new head office location. After fulfilling tax obligations, if any, the enterprise files the application for registration of changed enterprise registration content, together with the relevant resolution or decision, under Clauses 2 and 3, Article 40, Decree 168/2025/ND-CP.
3. Receive the new ERC within 3 working days. Within 3 working days from receiving a complete and valid dossier, the Provincial Business Registration Authority reviews and issues an ERC reflecting the new head office address (Clause 3, Article 40, Decree 168/2025/ND-CP). If the dossier is invalid, the authority issues a written notice specifying the required corrections.

Comparing Common Head Office Relocation Scenarios

Common Errors That Cause Delays or Rejection

The three errors below are the most frequent causes of delay in processing head office relocation dossiers.

Failing to Complete Tax Procedures Before Filing

Many enterprises file with the Provincial Business Registration Authority before completing the relocation procedure with the tax authority. Under Clause 1, Article 40, Decree 168/2025/ND-CP, this is a mandatory precondition when the tax authority changes, so a dossier filed before completing the tax procedure will be refused.

Missing or Incorrect Internal Resolution for the Enterprise Type

A joint stock company submitting a Board of Directors decision instead of a General Meeting of Shareholders resolution, or a multi-member LLC missing a Members’ Council resolution, are common errors requiring correction under Clause 2, Article 40, Decree 168/2025/ND-CP.

Filing at the Wrong Business Registration Authority

Some enterprises still file at the former head office location out of habit. Under Article 20 and Clause 2, Article 40, Decree 168/2025/ND-CP, the dossier must be filed with the Provincial Business Registration Authority at the new head office location, not the former one.

Legal Consequences of Late or Missing Registration

The administrative fine for violating the head office address registration deadline has increased significantly from 2026. Enterprises should know the exact penalty framework to comply with the 10-day deadline.

Penalty Framework Based on Delay Period

Under Article 44, Decree 122/2021/ND-CP, as amended by Decree 288/2026/ND-CP (effective July 21, 2026), penalties for violating the deadline for registering changes to ERC content are as follows: Delay of 1 to 10 days: a warning. Delay of 11 to 30 days: a fine of VND 10,000,000 to VND 20,000,000. Delay of 31 to 90 days: a fine of VND 30,000,000 to VND 40,000,000.

Delay of 91 days or more: a fine of VND 50,000,000 to VND 60,000,000. Failure to register the change: a fine of VND 30,000,000 to VND 70,000,000. These fine levels apply to organizations under Clause 2, Article 4, Decree 122/2021/ND-CP.

Remedial Measures

In addition to the fine, the enterprise is subject to a remedial measure requiring it to register the change to the ERC content as required. Enterprises should act promptly to avoid further risk when transacting with partners, banks, or tax authorities using an unregistered address.

>>>See more: Procedures for registering a change in the address of the enterprise’s headquarters

Consulting Services and Procedures for Changing Enterprise Information at Long Phan

Long Phan Consulting supports enterprises in the process of changing and updating enterprise registration information, as well as handling legal matters related to organization, management, and business operations, including:

• Providing consultation on changes to the registered head office address, enterprise name, business lines, charter capital, legal representative, and other enterprise registration contents;
• Advising on selecting a registered office address suitable for the enterprise’s operations and organizational model;
• Reviewing legal documents and identifying procedures required when changing enterprise information;
• Drafting applications, resolutions, decisions, meeting minutes, and internal documents required for registration of changes;
• Carrying out procedures for registering changes to enterprise registration contents with competent authorities;
• Providing consultation and handling tax-related procedures when changes to the registered office affect the managing tax authority;
• Supporting the update of information related to electronic invoices, tax records, and enterprise documents after changes;
• Advising on adjustments to specialized licenses when enterprise information or registered office details stated on licenses are changed;
• Reviewing contracts, transaction documents, and internal records requiring updates according to the new address or enterprise information;
• Providing advice on governance structures, approval procedures, document retention, and issues arising during business restructuring;
• Supporting enterprises in handling dossiers requested for amendment, supplementation, or facing difficulties during the registration process;
• Representing or assisting enterprises in working with business registration authorities, tax authorities, and relevant agencies within the scope of services.

Clients may send their documents via email info@longphanpmt.com or Zalo 0906.735.386 for preliminary assessment.

Frequently Asked Questions about the Notice of Change of Registered Office Address Form

Below are common issues enterprises encounter when preparing the Notice of Change of Registered Office Address Form, together with specific legal grounds.

Conclusion

Properly preparing the Notice of Change of Registered Office Address Form under Form No. 12 of Circular No. 121/2026/TT-BTC, identifying the correct receiving authority, and completing tax obligations before submitting the dossier are three key factors determining the processing timeline. Long Phan Consulting is ready to support enterprises in preparing documents, working with tax authorities, and representing clients throughout the registration process. Contact hotline 1900636389 for specific advice based on your enterprise’s situation.