By Lawyer Le Phuong Thanh – UniLaw LLC

Register Two-Member LLC Name Change in Vietnam

Introduction

Changing the name of a two-member limited liability company (LLC) in Vietnam requires legal compliance with several regulations. The process for a name change must be officially registered with the appropriate government authorities. This guide provides detailed instructions on how to register two-member LLC name change and ensure a smooth transition.

Understanding the Legal Framework

The process to register two-member LLC name change in Vietnam is governed by the Law on Enterprises 2020 and several related decrees such as Decree 01/2021/ND-CP. The company’s name must comply with the principles set by the government, ensuring there are no conflicts with other registered company names or violations of public interest​​.

Steps to Register Two-Member LLC Name Change

1. Prepare Necessary Documents

The first step to register a two-member LLC name change is gathering all necessary documentation. The required documents include:

• Notice of change in company name, signed by the legal representative.
• Resolution of the Members’ Council regarding the name change.
• Revised company charter reflecting the new name.
• Authorization letter (if applicable).
• A list of members and their capital contributions (if any updates occur).

2. Submit Application to Business Registration Office

After preparing the necessary documents, submit them to the Business Registration Office (BRO) where the company is registered. The application can be done online through the National Business Registration Portal or submitted in person at the BRO​​.

3. Pay Applicable Fees

To process the registration, a fee must be paid. Typically, the fee for a name change is modest, but it is necessary to confirm the exact amount at the time of submission. Failure to pay the fee could result in processing delays​.

4. Receive Confirmation of the Name Change

Once your application is approved, the Business Registration Office will issue a new Enterprise Registration Certificate reflecting the updated name. Ensure that all company documents, seals, and bank accounts are updated to reflect the new name​​.

Important Considerations for LLC Name Change

1. Compliance with Naming Regulations

The new company name must adhere to regulations stipulated in the Law on Enterprises. It should not be identical or confusingly similar to other registered company names. Additionally, the name must not infringe on trademarks or violate public interests​​.

2. Update with Tax Authorities and Banks

After the name change is officially registered, it is essential to notify tax authorities and update your company information with banks and other relevant institutions. This ensures the continued smooth operation of financial transactions under the new name​.

Common Issues and How to Avoid Them

When registering a two-member LLC name change, some common issues include:

• Non-compliant names: Names that conflict with existing businesses or violate naming rules will be rejected. Before submitting the application, check the National Business Registration Portal to ensure your new name is available.
• Incomplete documents: Submitting incomplete or incorrect documents can delay the approval process. Make sure all required paperwork is in order before submission.
• Missed deadlines: There are deadlines associated with notifying authorities about the name change, and failure to comply may result in penalties.

Conclusion

Successfully register two-member LLC name change in Vietnam requires careful preparation and compliance with legal requirements. By following the correct steps, from preparing the necessary documents to notifying tax authorities, you can smoothly update your business’s name without any disruptions. Make sure to review regulations and seek legal advice if necessary to avoid any issues during the process.

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