Registering Change of a Private Enterprise Owner (Sale, Gift, or Death)

Registering change of a private enterprise owner (Sale, Gift, or Death) in cases of sale, gifting, or death of the owner is a procedure to record the transfer of ownership and responsibility according to the law. Compliance ensures business continuity and clarifies the owner’s asset liability. Long Phan Consulting Company analyzes the legal basis and procedure below.

Requirements for registering a change of ownership of a private enterprise in cases of sale, gifting of the business, or death of the business owner.

A request arises when there is a transfer of ownership or a change in the entity responsible for business activities with their entire assets.

Regulations on declaring and verifying personal information.

Verification is done via the National Population Database. According to Article 11, Decree 168/2025/ND-CP:

• With Personal Identification Number (PIN): Declare full name, DOB, PIN, gender. Information is cross-checked with the database. If inconsistent, the individual must update/correct it.
• Paper Submission: Present Identity Card/Citizen ID Card (CCCD) or use Electronic Identity. If no PIN, attach a copy of the Passport/valid substitute document.
• No PIN: Attach copies of Passport/valid substitute documents for owners/members/representatives.
• Database Interruption: If connection fails, attach copies of ID/Passport.

Conditions for accepting valid applications

The business registration authority will only accept applications for data entry into the system if they meet the following criteria:

For applications submitted in person/by mail:

• All necessary documents are available as stipulated in Decree 168/2025/ND-CP.
• The business name has been filled in completely.
• The applicant’s contact phone number is provided.
• All required fees and charges have been paid.

For applications submitted online:

• Enterprise is subject to certificate revocation or dissolution.
• Legal status is “Not operating at registered address”.
• Request from Court/Enforcement Agency/Investigation Agency.

Conditions for granting a Business Registration Certificate

According to Clause 1, Article 27 of the 2020 Enterprise Law, an enterprise is granted a Certificate of Registration when it simultaneously satisfies four conditions:

• The registered business sector and activities are not prohibited from investment and business operations.
• The business name is chosen in accordance with the regulations in Articles 37, 38, 39, and 41 of the 2020 Enterprise Law.
• The business has a valid registration file;
• Pay all business registration fees as required by law on fees and charges.

Cases of refusal to grant business registration

According to Clause 1, Article 59 of Decree 168/2025/ND-CP, the business registration authorityrefuseBusiness registration will be granted if the business falls under the following categories:

• The business has been notified by the provincial business registration authority about violations that warrant the revocation of its business registration certificate, or has already had its business registration certificate revoked by a decision.
• The business is in the process of dissolution at the company’s own discretion.
• The business is currently in a legal status of “Not operating at the registered address”;
• The court; the enforcement agency; the investigating agency, the head, the deputy head of the investigating agency, and the investigators as stipulated in the Criminal Procedure Code may request in writing that the enterprise is prohibited from carrying out one or more business registration procedures.

Note: The business registration authority will continue processing the application if the business has rectified the violation, been approved for restoration of its legal status, or registered changes to facilitate the dissolution process.

>>> See more: Procedures for changing investment capital of private enterprise owners

Where to submit the application for changing the owner of a private enterprise.

Currently, applications for changes in the ownership of private enterprises in cases of sale, gift, or death of the owner can be submitted online through the National Business Registration Portal.https://dangkykinhdoanh.gov.vn/vn/Pages/Trangchu.aspx) or submit directly to the Department of Finance of some localities that still apply the direct submission method according to Clause 2, Article 47 of Decree 168/2025/ND-CP.

Registration documents for changes in ownership of a private enterprise when selling, gifting, or when the owner dies.

Based on Article 47, Clause 1 Article 12, and Article 11 of Decree 168/2025/ND-CP:

1. Request for Change: Form No. 14, Appendix 1 (Circular 68/2025/TT-BTC).
2. Transfer Documents:
   • Sale: Sales contract or liquidation minutes.
   • Gift: Gift contract.
   • Death: Copy of document confirming legal inheritance rights.
3. Legal Papers: Copies of ID/Passport for the buyer/receiver/heir.
4. Authorization: Power of Attorney (notarization not required) + Copy of authorized person’s ID.

Procedures for registering a change of ownership of a private enterprise in cases of sale, gifting, or death of the business owner.

According to Article 47, Decree 168/2025/ND-CP:

Step 1: Preparation The owner or transferee prepares the dossier.

Step 2: Submission Submit to the Department of Finance/Business Registration Office.

• Deadline: Within 03 working days, the authority reviews validity and issues the Enterprise Registration Certificate. If invalid, a written notice for amendment is issued.

Step 3: Information Disclosure The new owner must publish the change on the National Portal within 30 days.

• Fees: Registration fee (50,000 VND – exempted if online) + Disclosure fee (100,000 VND). (Legal Basis: Circular 47/2019/TT-BTC amended by Circular 64/2025/TT-BTC).

>>> See more: Procedures for registering a change the name of a private enterprise

Long Phan Consulting provides consulting services for registering changes in the ownership of private businesses in cases of sale, gift, or death of the business owner.

Long Phan Consulting Company provides comprehensive solutions:

• Consulting: Advising on conditions and procedures for transfer/inheritance.
• Tax Advisory: Advising on Personal Income Tax (PIT) obligations.
• Drafting: Preparing the full dossier.
• Representation: Submitting, tracking, and explaining to authorities.

>>> See more: Procedures for changing the headquarters address of a private enterprise

Some frequently asked questions about the procedure for registering a change of ownership of a private business in cases of sale, gifting, or death of the business owner.

Below are questions related to registering a change of ownership for a private business in cases of sale, gift, or death of the business owner:

What is the deadline for submission?

Within 10 days from the date of change (completion of sale/gift or opening of inheritance). (Legal Basis: Clause 2, Article 30, Law on Enterprises 2020).

Who signs if the owner dies?

The legal heir signs the Notice of Change. (Legal Basis: Clause 1, Article 31, Law on Enterprises 2020, amended 2025).

Is notarized authorization required?

No. A simple power of attorney suffices. (Legal Basis: Clause 1, Article 12, Decree 168/2025/ND-CP).

Can foreigners become private enterprise owners?

Yes, if they meet conditions on business lines and establishment. (Legal Basis: Articles 18 & 188, Law on Enterprises 2020).

Is disclosure mandatory?

Yes, within 30 days of receiving the Certificate. (Legal Basis: Article 32, Law on Enterprises 2020).

Conclusion

Registering Change of Private Enterprise Owner requires precision to protect rights. Long Phan Consulting Company is ready to assist. Please contact Hotline  1900636389 for professional support.