Procedures for changing business lines of a partnership company

Changing business lines of a partnership company is a legal procedure that businesses need to carry out when expanding or narrowing their field of operation. This change helps the company be more flexible in seizing new business opportunities, improving competitiveness and optimizing operational efficiency. The following article will provide detailed instructions on the steps to carry out procedures for changing business lines for a partnership company.

What is a partnership company?

A partnership is a specific type of business in the Vietnamese legal system. Characteristics of a partnership company are specified in Article 177 of the Law on Enterprises 2020. In which, a partnership company is an enterprise:

• There must be at least 02 members who are joint owners of the company, doing business together under a common name (hereinafter referred to as partnership members). In addition to general partners, the company may have additional capital contributing members;
• General partners must be individuals, responsible with all their assets for the company’s obligations;
• Capital contributing members are organizations and individuals and are only responsible for the company’s debts within the amount of capital committed to contributing to the company.
• A partnership company has legal status from the date of issuance of the Business Registration Certificate.
• Partnership companies are not allowed to issue any type of securities.

Legal regulations on business lines of partnerships

Article 7 of the Law on Enterprises 2020 regulates the rights of enterprises, allowing partnerships to operate in industries not prohibited by law. This includes the commercial, service, manufacturing, and other sectors required by the Enterprise Law. However, some conditional business lines require the company to meet specific conditions according to regulations.

The business line of the partnership must be clearly stated in the Business Registration Certificate. The company is only allowed to do business within the registered business lines. Changing business lines is the right of a partnership company. However, the changes must comply with the processes and procedures prescribed by law.

Procedures for changing business lines of a partnership company

Decided to change business lines

Deciding to change your business is the first step in the process. The board of members of the partnership must meet and pass a resolution on the change. The resolution must clearly state the reason for the change, new and old business lines.

The content of the resolution must be consistent with the provisions of the company’s charter and the law. The resolution must be approved by the partners with the prescribed voting ratio. After passing the resolution, the partnership needs to prepare minutes of the Board of Members meeting. Meeting minutes are an important legal basis for taking the next steps in the process of changing business lines.

Prepare registration documents

Preparing registration documents is an important step in the process of changing the business line of a partnership company. Records must be complete and accurate according to the provisions of law. The partnership must prepare the necessary documents to submit to the business registration agency.

According to the provisions of Article 56 of Decree 01/2021/ND-CP, the registration dossier includes:

• Notice of change in business registration content signed by the legal representative of the enterprise;

>>> Download: Notice of change in business registration content

• Resolutions, decisions and copies of meeting minutes of the Board of Members on changing business lines and professions;
• In case an individual submits the application on behalf of the legal representative, there must be a valid authorization document and a valid copy of one of the personal identification documents of the person authorized to carry out the procedure.

Submit change registration application

Submitting an application to change the business line of a partnership is a step in officially implementing administrative procedures. The legal representative or duly authorized person submits the application. Partnership companies submit documents at the Business Registration Office of the Department of Planning and Investment where the enterprise is headquartered

The officer receiving the application will check the completeness and validity of the application. If the application is complete and valid, the officer will issue a Receipt. In case the dossier is incomplete, staff will guide the company to supplement and complete it.  Enterprises are responsible for notifying changes in enterprise registration content within 10 days from the date of change.

Content specified in Article 31 of the Law on Enterprises 2020, Article 56 of Decree 01/2021/ND-CP.

Issuance of confirmation of change in business registration content

Within 03 working days from the date of receipt of the notice, the Business Registration Authority is responsible for reviewing the validity and making changes to the business registration content. In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented.

In case of refusal to amend or supplement information according to the content of the notice of change in business registration, it must be notified in writing to the enterprise and clearly state the reason. In case an enterprise needs, the Business Registration Office will issue a Certificate of change in business registration content to the enterprise.

Contents specified in Article 31 of the Enterprise Law 2020, Article 56 of Decree 01/2021/ND-CP

Consulting on changing business lines of a partnership company

Changing business lines is an important decision of a partnership company. The process of implementing change procedures requires strict compliance with legal regulations. The company needs to carefully consider legal and business aspects before deciding to change. At Long Phan, the content of consulting services for changing business lines of partnerships includes the following tasks:

• Assess the need for industry changes based on the company’s strategy and business goals;
• Guidance on choosing a profession in accordance with development orientation and legal regulations;
• Prepare necessary documents including change registration documents;
• Representing the company in submitting documents at the business registration agency;
• Monitor the application processing process until completion.

Professional consulting helps the partnership company follow the correct process and avoid legal risks. This service is intended to ensure that the change process is carried out properly and in compliance with legal requirements.

changing business lines of a partnership company is a complex legal process, requiring strict compliance with regulations. Long Phan provides professional consulting services, supporting customers throughout the entire process, ensuring procedures are carried out legally and effectively. Please contact Hotline 090.673.5386 immediately for support in changing your partnership’s business line quickly and accurately.