Notification and Registration of Enterprise Change in enterprise registration contents are fundamental legal requirements. When an enterprise updates its information, mistakenly identifying the correct legal procedure (between Notification of change or Registration of change) can result in administrative penalties or compromise the legal standing of the Enterprise Registration Certificate (ERC). This analysis by Long Phan Consulting Company details the purpose, application scope, and execution procedures for these two essential corporate operations, ensuring regulatory compliance under Enterprise Law 2020.
How to Distinguish Between Notification and Registration of Enterprise Change
Purpose of Notification and Registration of Enterprise Change
Enterprises frequently need to adjust operational information. Enterprise Law 2020 separates these adjustments into two distinct procedural groups. Distinguishing the need for Notification of change versus Registration of change fundamentally relies on the State’s administrative purpose and the legal character of the information.
Notification of Change
Per Article 31, Enterprise Law 2020, the purpose of the Notification of change procedure is for the enterprise to update information not explicitly printed on the ERC but maintained within the management scope of the Enterprise Registration Authority (ERA).
This is a “reporting – recording” mechanism. The ERA does not “approve” the substance of the change; it receives and updates the information in the National Enterprise Registration Database. Failure to notify on time may lead to administrative penalties, but the underlying changes (if legally valid) remain effective internally.
Registration of Change of Enterprise Registration Contents
Per Article 30, Enterprise Law 2020, the purpose of the Registration of change procedure is for the enterprise to seek formal legal acknowledgment from the competent state authority regarding changes directly linked to the contents displayed on the ERC (details specified in Article 28, Enterprise Law 2020).
This is an “appraisal – approval” mechanism. Such changes (e.g., name, address, capital, legal representative) represent core legal facts, impacting the enterprise’s rights and obligations in commercial transactions. The change gains legal effect against third parties only after being approved and confirmed by the ERA through a new ERC or Change Confirmation Certificate.
Misidentifying the appropriate procedure constitutes a common legal risk for many enterprises. Enterprise Law 2020 and Decree 168/2025/ND-CP specifically delineate which situations necessitate Registration of change and which only require Notification of change.
Cases requiring “Registration of change”
These changes pertain to contents explicitly recorded on the ERC. The procedure mandates Registration of change, leading to the issuance of a new ERC or equivalent document. These changes include:
Enterprise name and enterprise code.
Head office address of the enterprise.
Information (full name, contact address, legal document number, etc.) regarding the legal representative, general partners, or the private enterprise owner.
Charter capital (for companies) or investment capital (for private enterprises).
Cases requiring “Notification of change”
Per Clause 1, Article 31, Enterprise Law 2020 (amended by Clause 13, Article 1, Amended Enterprise Law 2025), these changes relate to information not displayed on the ERC but stored in the National Database. Only Notification of change is required, and no new ERC is issued. These cases include:
Notification of change in business lines (supplementing or removing industries).
Notification of change in the information of founding shareholders (for unlisted joint stock companies).
Notification of change regarding the Chief Accountant or Director (if the Director is not the Legal Representative).
Notification and Registration of Enterprise Change: Specific Applicable Cases
Implementation Procedures
The procedural flow clearly distinguishes the two mechanisms under Notification and Registration of Enterprise Change. Registration of change follows a formal “appraisal–approval” process conducted by the Enterprise Registration Authority (ERA), whereas notification of change operates through a simplified “reporting–recording” method. Compliance with statutory deadlines and dossier requirements remains essential for both procedures.
Procedure for “Notification of change”
Per Clause 2, Article 31, Enterprise Law 2020, the enterprise must notify the ERA within 10 days from the date the change occurs.
Dossier Composition: Simple, typically including only the Notification of change form (as per Decree 168/2025/ND-CP), signed by the legal representative. Specific notifications (e.g., beneficial owner information) may require additional lists (Clause 1, Article 52, Decree 168/2025/ND-CP).
Legal Result: The ERA accepts, checks the formal validity, and updates the information in the National Database. The enterprise receives a Certificate of Confirmation of the change, not a new ERC.
Procedure for “Registration of change”
Per Clause 2, Article 30, Enterprise Law 2020, the enterprise must register the change within 10 days from the date of the decision to change.
Dossier Composition: Complex, requiring specific documents based on the type of change (e.g., charter capital change mandates the Resolution/Decision of the owner/Board/General Meeting, Minutes of the meeting, documents proving capital contribution, etc., per Clause 1, Article 44, Decree 168/2025/ND-CP).
Legal Result: Per Clause 3, Article 30, Enterprise Law 2020, the ERA appraises the dossier’s validity. If valid, the ERA issues a new ERC within 03 working days. The change is legally effective from the date recorded on the new ERC.
Notification and Registration of Enterprise Change: Implementation Procedures for Each Type of Procedure
Consulting Services
Administrative procedures handled by the Enterprise Registration Authority (ERA) require strict accuracy in both documentation and workflow. A common legal risk is the confusion between Notification and Registration of Enterprise Change, which may result in repeated refusals or administrative sanctions. Long Phan Consulting Company provides comprehensive support to ensure that all change-related procedures are fully compliant with the Enterprise Law 2020.
Professional consulting and support services at Long Phan Consulting Company include:
Long Phan Consulting Company accurately distinguishes whether the procedure required by the client is Registration of change or Notification of change.
Long Phan Consulting Company reviews the specific content of the change (e.g., changing the head office address, changing the legal representative, or merely supplementing business lines) to determine the correct legal process.
Long Phan Consulting Company ensures the client selects the correct procedure from the beginning, avoiding the risk of incorrect submission, dossier rejection, or violation penalties.
Long Phan Consulting Company drafts the entire dossier in strict compliance with Enterprise Law 2020 and Decree 168/2025/ND-CP.
For Registration of change: Preparing the Owner’s/Board’s Resolution or Decision, Meeting Minutes, Amended Charter (if applicable), and the required Registration Notice form.
For Notification of change: Preparing the standard Notification form, guaranteeing absolute legal accuracy and validity.
Long Phan Consulting Company represents the client in submitting the dossier via the National Enterprise Registration Portal.
Long Phan Consulting Company proactively monitors the process, works with, and explains any requirements from the case processing specialist.
Long Phan Consulting Company receives the final result (New ERC or Change Confirmation Certificate) and hands it over to the client.
Frequently Asked Questions (FAQ)
What are the main purposes of “Registration of change” and “Notification of change”?
Registration of change seeks formal state legal acknowledgment (Appraisal – Approval) for changes on the Enterprise Registration Certificate (ERC). Notification of change is for the enterprise to update (Reporting – Recording) information not on the ERC in the National Database.
Legal Basis: Article 30 & 31, Enterprise Law 2020.
Which contents require “Registration of change”?
Changes to contents directly recorded on the ERC: Enterprise Name, Head Office Address, Legal Representative, and Charter Capital.
Legal Basis: Article 28 & 30, Enterprise Law 2020.
Which cases only require “Notification of change”?
Changes to contents not displayed on the ERC: Change of Business Lines, Founding Shareholder information, or Chief Accountant details.
What is the deadline for performing both procedures?
The enterprise must complete both procedures within 10 days from the date of the decision to change (for Registration) or the date the change occurred (for Notification).
Successful Registration of change results in a new ERC (within 03 working days). Successful Notification of change results in a Certificate of Confirmation of the change, not a new ERC.
Legal Basis: Clause 3, Article 30, Enterprise Law 2020.
Conclusion
The distinction between Notification of change and Registration of change has direct legal significance. Correct compliance ensures stable enterprise operation, prevents administrative penalties, and guarantees the accuracy of corporate transactions. For any complications regarding these procedural changes at the ERA, please contact Long Phan Consulting Company Hotline 1900636389 for expert support.
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Dương Thị Kim Ngân
Jurist Ngan Duong Thi Kim - Partner of Long Phan, Ms. Ngan possesses profound knowledge in business consulting, labor, and contracts. With dedication and creativity, Ms. Ngân has achieved significant success in advising and supporting businesses in critical areas such as legal matters, finance, management, and contracts. She is committed to providing optimal solutions and helping clients succeed in the business environment.
Notification and Registration of Enterprise Change: Distinction Guide
Notification and Registration of Enterprise Change in enterprise registration contents are fundamental legal requirements. When an enterprise updates its information, mistakenly identifying the correct legal procedure (between Notification of change or Registration of change) can result in administrative penalties or compromise the legal standing of the Enterprise Registration Certificate (ERC). This analysis by Long Phan Consulting Company details the purpose, application scope, and execution procedures for these two essential corporate operations, ensuring regulatory compliance under Enterprise Law 2020.
Purpose of Notification and Registration of Enterprise Change
Enterprises frequently need to adjust operational information. Enterprise Law 2020 separates these adjustments into two distinct procedural groups. Distinguishing the need for Notification of change versus Registration of change fundamentally relies on the State’s administrative purpose and the legal character of the information.
Notification of Change
Per Article 31, Enterprise Law 2020, the purpose of the Notification of change procedure is for the enterprise to update information not explicitly printed on the ERC but maintained within the management scope of the Enterprise Registration Authority (ERA).
This is a “reporting – recording” mechanism. The ERA does not “approve” the substance of the change; it receives and updates the information in the National Enterprise Registration Database. Failure to notify on time may lead to administrative penalties, but the underlying changes (if legally valid) remain effective internally.
Registration of Change of Enterprise Registration Contents
Per Article 30, Enterprise Law 2020, the purpose of the Registration of change procedure is for the enterprise to seek formal legal acknowledgment from the competent state authority regarding changes directly linked to the contents displayed on the ERC (details specified in Article 28, Enterprise Law 2020).
This is an “appraisal – approval” mechanism. Such changes (e.g., name, address, capital, legal representative) represent core legal facts, impacting the enterprise’s rights and obligations in commercial transactions. The change gains legal effect against third parties only after being approved and confirmed by the ERA through a new ERC or Change Confirmation Certificate.
>>> See more at: Vietnam Business Registration Power of Attorney
Specific Application Cases
Misidentifying the appropriate procedure constitutes a common legal risk for many enterprises. Enterprise Law 2020 and Decree 168/2025/ND-CP specifically delineate which situations necessitate Registration of change and which only require Notification of change.
Cases requiring “Registration of change”
These changes pertain to contents explicitly recorded on the ERC. The procedure mandates Registration of change, leading to the issuance of a new ERC or equivalent document. These changes include:
Enterprise name and enterprise code.
Head office address of the enterprise.
Information (full name, contact address, legal document number, etc.) regarding the legal representative, general partners, or the private enterprise owner.
Charter capital (for companies) or investment capital (for private enterprises).
Cases requiring “Notification of change”
Per Clause 1, Article 31, Enterprise Law 2020 (amended by Clause 13, Article 1, Amended Enterprise Law 2025), these changes relate to information not displayed on the ERC but stored in the National Database. Only Notification of change is required, and no new ERC is issued. These cases include:
Notification of change in business lines (supplementing or removing industries).
Notification of change in the information of founding shareholders (for unlisted joint stock companies).
Notification of change regarding the Chief Accountant or Director (if the Director is not the Legal Representative).
>>> See more at: New Enterprise Law Provisions: Key Changes 2025
Implementation Procedures
The procedural flow clearly distinguishes the two mechanisms under Notification and Registration of Enterprise Change. Registration of change follows a formal “appraisal–approval” process conducted by the Enterprise Registration Authority (ERA), whereas notification of change operates through a simplified “reporting–recording” method. Compliance with statutory deadlines and dossier requirements remains essential for both procedures.
Procedure for “Notification of change”
Per Clause 2, Article 31, Enterprise Law 2020, the enterprise must notify the ERA within 10 days from the date the change occurs.
Dossier Composition: Simple, typically including only the Notification of change form (as per Decree 168/2025/ND-CP), signed by the legal representative. Specific notifications (e.g., beneficial owner information) may require additional lists (Clause 1, Article 52, Decree 168/2025/ND-CP).
Legal Result: The ERA accepts, checks the formal validity, and updates the information in the National Database. The enterprise receives a Certificate of Confirmation of the change, not a new ERC.
Procedure for “Registration of change”
Per Clause 2, Article 30, Enterprise Law 2020, the enterprise must register the change within 10 days from the date of the decision to change.
Dossier Composition: Complex, requiring specific documents based on the type of change (e.g., charter capital change mandates the Resolution/Decision of the owner/Board/General Meeting, Minutes of the meeting, documents proving capital contribution, etc., per Clause 1, Article 44, Decree 168/2025/ND-CP).
Legal Result: Per Clause 3, Article 30, Enterprise Law 2020, the ERA appraises the dossier’s validity. If valid, the ERA issues a new ERC within 03 working days. The change is legally effective from the date recorded on the new ERC.
Consulting Services
Administrative procedures handled by the Enterprise Registration Authority (ERA) require strict accuracy in both documentation and workflow. A common legal risk is the confusion between Notification and Registration of Enterprise Change, which may result in repeated refusals or administrative sanctions. Long Phan Consulting Company provides comprehensive support to ensure that all change-related procedures are fully compliant with the Enterprise Law 2020.
Professional consulting and support services at Long Phan Consulting Company include:
Long Phan Consulting Company accurately distinguishes whether the procedure required by the client is Registration of change or Notification of change.
Long Phan Consulting Company reviews the specific content of the change (e.g., changing the head office address, changing the legal representative, or merely supplementing business lines) to determine the correct legal process.
Long Phan Consulting Company ensures the client selects the correct procedure from the beginning, avoiding the risk of incorrect submission, dossier rejection, or violation penalties.
Long Phan Consulting Company drafts the entire dossier in strict compliance with Enterprise Law 2020 and Decree 168/2025/ND-CP.
For Registration of change: Preparing the Owner’s/Board’s Resolution or Decision, Meeting Minutes, Amended Charter (if applicable), and the required Registration Notice form.
For Notification of change: Preparing the standard Notification form, guaranteeing absolute legal accuracy and validity.
Long Phan Consulting Company represents the client in submitting the dossier via the National Enterprise Registration Portal.
Long Phan Consulting Company proactively monitors the process, works with, and explains any requirements from the case processing specialist.
Long Phan Consulting Company receives the final result (New ERC or Change Confirmation Certificate) and hands it over to the client.
Frequently Asked Questions (FAQ)
What are the main purposes of “Registration of change” and “Notification of change”?
Registration of change seeks formal state legal acknowledgment (Appraisal – Approval) for changes on the Enterprise Registration Certificate (ERC). Notification of change is for the enterprise to update (Reporting – Recording) information not on the ERC in the National Database.
Legal Basis: Article 30 & 31, Enterprise Law 2020.
Which contents require “Registration of change”?
Changes to contents directly recorded on the ERC: Enterprise Name, Head Office Address, Legal Representative, and Charter Capital.
Legal Basis: Article 28 & 30, Enterprise Law 2020.
Which cases only require “Notification of change”?
Changes to contents not displayed on the ERC: Change of Business Lines, Founding Shareholder information, or Chief Accountant details.
Legal Basis: Clause 1, Article 31, Enterprise Law 2020 (Amended 2025).
What is the deadline for performing both procedures?
The enterprise must complete both procedures within 10 days from the date of the decision to change (for Registration) or the date the change occurred (for Notification).
Legal Basis: Clause 2, Article 30 & Clause 2, Article 31, Enterprise Law 2020.
How do the legal outcomes differ?
Successful Registration of change results in a new ERC (within 03 working days). Successful Notification of change results in a Certificate of Confirmation of the change, not a new ERC.
Legal Basis: Clause 3, Article 30, Enterprise Law 2020.
Conclusion
The distinction between Notification of change and Registration of change has direct legal significance. Correct compliance ensures stable enterprise operation, prevents administrative penalties, and guarantees the accuracy of corporate transactions. For any complications regarding these procedural changes at the ERA, please contact Long Phan Consulting Company Hotline 1900636389 for expert support.
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