The admission of new members; transfer, offering, inheritance of stake and a member’s failure to contribute capital will result in the change of members in a company. The company shall register the changes in its members with the Business Registration Office within 10 days from the date of changing.

Required documents for application:

1. Notification of changes in business registration information (Appendix II-1 attached to Circular No.02/2019/TT-BKHDT)

2. The list of members (Appendix I-6 attached to Circular No.02/2019/TT-BKHDT) attached to the notification of changes in business registration information;

3. Letter of authorization if the person who submits the application and receives the result is not the legal representative. This document needs not to be notarized or authenticated;

4. Valid copies of one of the following ID papers of those who are authorized to carry out the procedure (if any):

- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

- As for foreigners: unexpired foreign passports or equivalent documents.

Additional documents:

I. In case of admitting new members:

5. Decision of the Board of Members on admission of new members;

6. Valid copies of the minutes of the Board of Members on admission of new members;

(Any change in the Charter of the company shall be written on the minutes and decision of the Board of Members)

7. Documents proving the capital contribution made by new members;

8. Valid copies of ID cards of new members and representatives of new members being organizations:

- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

- As for foreigners: unexpired foreign passports or equivalent documents.

- As for organizations: Decision of Establishment or Business Registration Certificate or equivalent documents.

9. Valid copies of letter of authorization for representatives of new members being organizations;

10. If a company operating in business lines with conditions applicable to foreign investors or a foreign investor, a company with foreign investment contributes capital to a company that leads to more than 51% of the invested company’s charter capital owned by its investor, the company shall submit a report to the Department of Planning and Investment for approval of capital contribution by foreign investors.

II. In case of transferring or offering stake:

5. Transfer contract or documents proving the completion of the stake transfer or offering;

6. Valid copies of ID documents of transferring members, those being members after stake transfer, offering members, those being members after stake offering and authorized representatives of new members being organizations are as follows:

- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

- As for foreigners: unexpired foreign passports or equivalent documents.

- As for organizations: Decision of Establishment or Business Registration Certificate or equivalent documents.

7. Valid copies of letter of authorization for representatives of members being organizations;

8. If a company operating in business lines with conditions applicable to foreign investors or a foreign investor, a company with foreign investment contributes capital to a company that leads to more than 51% of the invested company’s charter capital owned by its investor, the company shall submit a report to the Department of Planning and Investment for approval of capital contribution by foreign investors.

III. In case of inheritance:

5. Valid copies of documents proving the rights of the inheritor (such as wills, agreements on division of inherited property);

6. Valid copies of ID cards of bequeathing members, those being members after stake inheritance and representatives of new members being organizations:

- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

- As for foreigners: unexpired foreign passports or equivalent documents.

- As for organizations: Decision of Establishment or Business Registration Certificate or equivalent documents.

7. Valid copies of letter of authorization for representatives of inheriting members being organizations;

IV. In case of a member’s failure to contribute capital:

5. Decision on change to the company’s members due to the member’s failure of contributing capital;

6. Valid copies of the minutes on change to the company’s members due to the member’s failure of contributing capital;

7. Valid copies of ID documents of the member who fails to contribute capital and those being members by purchasing offered stake from members who fail to contribute capital (if any) are as follows:

- As for Vietnamese citizens: Unexpired ID card or Vietnamese passport;

- As for foreigners: unexpired foreign passports or equivalent documents.

- As for organizations: Decision of Establishment or Business Registration Certificate or equivalent documents.

Receiving authority: the Business Registration Office - Department of Planning and Investment of the province where the company is headquartered.

Processing time: Within 03 working days, after receiving the valid application.

Notice: After receiving the confirmation on the changes in the business registration, the company shall request for announcement of its business registration information on the National Business Registration Portal (the application for changing members can be submitted together with the application for announcement of the business registration information).

For more details, please refer to: “Announcing the business registration information” .

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