Procedures for registering a change in the name of a one-member limited liability company

Procedures for registering a change in the name of a one-member limited liability company is an important step to help businesses reposition their brand, in accordance with new business strategies or legal requirements. Following the correct procedures and documents according to regulations helps avoid rejection or administrative penalties. This is also an opportunity for businesses to make a new mark on the market and enhance their professional legal image.

Legal regulations on company names

Business names in Vietnam must comply with strict legal regulations under the Law on Enterprise 2020. According to Article 37 of the Law on Enterprise 2020, the Vietnamese name of an enterprise includes two elements: type of enterprise and proper name. For a one-member limited liability company, the business type is written as “LLC”. Personal names are written with letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

The law clearly stipulates that the business name must be attached to the head office, branches, representative offices, and business locations. The business name must also be printed or written on transaction papers, documents and publications issued by the business. The business registration agency has the right to refuse to approve the proposed name of the enterprise if it does not meet the regulations.

Article 38 of the Law on Enterprise 2020 stipulates prohibited cases in naming businesses. An enterprise must not have a name that is the same or a name that causes confusion with the name of a registered enterprise. Enterprises are not allowed to use the names of state agencies, units of the people’s armed forces, names of political organizations, or socio-political organizations as all or part of their own names, unless approved. Businesses are also not allowed to use words or symbols that violate the historical, cultural, ethical traditions and fine customs of the nation.

Procedures for registering a change in the name of a one-member limited liability company

A one-member LLC must register a name change within 10 days from the date of the change. This process requires businesses to prepare complete documents, submit them to the business registration agency and strictly comply with current legal regulations.

Documents need to be prepared

According to the provisions of Article 48 of Decree 01/2021/ND-CP, a one-member limited liability company when carrying out name change registration procedures needs to prepare full documents according to regulations.

Specifically, the application dossier for registering a change in the name of a one-member limited liability company includes:

1. Notice of change in business registration content (according to form Appendix II-1 issued with Circular 01/2021/TT-BKHDT).
2. Decision of the company owner to change the company name.
3. Authorization document for the person to submit the application and receive results if not the legal representative. This document is not required to be notarized or authenticated.
4. A valid copy of one of the personal identification documents of the person authorized to perform the procedure (if any):

• 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.

Businesses need to prepare complete documents and make valid declarations to avoid unnecessary risks.

Implementation process

The process of registering a change in the name of a one-member limited liability company must follow the steps prescribed by law.

Steps in the process of registering a change in the name of a one-member limited liability company include:

Step 1: Make a decision to change the company name:

• The owner of a one-member LLC makes a decision to change the business name.
• Check the proposed name on the National Business Registration Portal to avoid overlap with the registered name.
• Draft a decision to change the company name with full information about the old name and new name.

Step 2: Prepare change registration documents.

Step 3: Submit documents to the business registration agency:

• Submit the application at the Business Registration Office of the Department of Planning and Investment where the company is headquartered.
• Pay business registration fees and charges according to regulations (if any).
• Receive a Receipt of registration documents to change the business name.

Step 4: Monitor the results of document resolution:

• Processing time: 03 working days from the date of receipt of complete and valid documents according to Article 33 of Decree 01/2021/ND-CP.
• Monitor your application status online on the National Business Registration Portal or contact the Business Registration Office directly.

Step 5: Get results:

• Receive a new Business Registration Certificate from the Business Registration Office.
• Carefully check the information on the Business Registration Certificate to ensure the accuracy of the new name.

Step 6: Announce information:

Announce the content of business name changes on the National Business Registration Portal.

When choosing a new name for a one-member LLC, businesses need to pay attention to complying with the regulations in Articles 38, 39 of the Law on Enterprise 2020 and Articles 18, 19 of Decree 01/2021/ND-CP. The new name must not be identical or confusing with the business name registered in the National Business Registration Database.

The Business Registration Office has the right to approve or reject the proposed registered name of the enterprise according to the provisions of law.

Things to do after registering a change in the name of a one-member limited liability company

After completing the procedure for registering a change in the name of a one-member limited liability company, the enterprise must carry out several important procedures to update the new information. Completing all procedures after changing the name ensures that the enterprise’s business operations continue continuously and comply with legal regulations.

Things to do after registering a change in the name of a one-member limited liability company includes:

• Publicly announce the content of changing the business name on the National Business Registration Portal (procedures for changing the business name and procedures for announcing the business registration content can be done at the same time).
• Change the business seal to match the new name.
• Notify name change to tax authorities, banks, business partners and other relevant parties.
• Register to change information on licenses and certificates issued to businesses (if any).
• Update the new name on documents, stationery, websites, and signs of the business.
• Re-register intellectual property assets such as trademarks and industrial designs (if any).
• Amend ongoing contracts to update the new name of the business.

Note: In case of name change due to infringement of industrial property rights according to Article 19 of Decree 01/2021/ND-CP, the enterprise needs to change the name within the time limit as notified by the Business Registration Office.

Frequently asked questions when changing the name of a one-member LLC

Below are some frequently asked questions, please refer to:

How long does it take to complete the procedure to change the company name?

According to the provisions of Article 33 of Decree 01/2021/ND-CP, the processing time for registration documents to change company name is 03 working days from the date of receipt of complete and valid documents. However, the actual time may range from 3-5 working days depending on the workload of the Business Registration Department.

Is it possible to change the company name at the same time as other information such as address?

Yes, businesses can absolutely register to change the company name at the same time as other business registration contents such as head office address, business lines or legal representative. At that time, the application needs to be supplemented with documents related to the changed content according to regulations.

Does changing the name affect the tax code and business code?

No, changing the name of a one-member LLC does not change the tax code and business code. This is the unique identification number of the business and is retained when changing the name.

What should I do if the proposed name is rejected?

If the proposed name is rejected, the enterprise needs to propose a new name that does not violate the provisions of Articles 38 and 39 of the Law on Enterprise 2020. The enterprise can request the Business Registration Office to explain the reason for the refusal and resubmit the application with the new proposed name.

Is it necessary to change the seal immediately after changing the name?

Yes, after receiving the Business Registration Certificate with the new name, the business needs to change its seal to match the new company name. The old seal will no longer be valid for use in transactions after the new name takes effect.

Does changing the name affect ongoing contracts?

In principle, changing the name does not affect the legality of previously signed contracts because it does not change the legal status of the enterprise. However, businesses should notify their partners and sign a contract appendix to update the new name information to avoid future disputes.

Is it required to notarize the Decision to change the company name?

No, the company owner’s decision to change the company name does not require notarization or authentication. However, this document must be signed and stamped by an authorized person (if any) according to regulations.

Consulting service for the procedure of registering a change in the name of a one-member limited liability company at Long Phan Consulting Company

Long Phan Consulting Company provides professional consulting services for the procedure of registering a change in the name of a one-member limited liability company. Our service ensures the process of changing a business name is quick, accurate and compliant with the law.

Consulting services of Long Phan Consulting Company include:

• Consulting on choosing a business name in accordance with the provisions of the Law on Enterprise 2020.
• Check the business name on the National Business Registration Database to avoid duplicates.
• Support in drafting and completing registration documents to change business names.
• The business representative carries out the application procedures at the Business Registration Office.
• Monitor the progress of processing documents and receive results from the business registration agency.
• Support in implementing procedures after changing the business name such as: announcing the changed content, notifying tax authorities, banks and relevant parties.
• Consulting to resolve problems arising during the process of changing the business name.

We are committed to providing a full package of services from consulting to completing all procedures for changing the business name, helping you avoid unnecessary risks and focus on business activities.

Conclude

The procedure for registering a change in the name of a one-member limited liability company requires strict compliance with legal regulations. If you need to change your business name, please contact Long Phan Consulting Company immediately via the hotline 1900636389 for detailed consulting support and quick and accurate implementation of procedures, ensuring benefits for your business.