Some issues that the enterprises need to note about registering the address of their head office
1. Regulations on the address of the head office of the enterprises:
The Laws on Enterprises through the stages stipulates the address of the head office of the enterprise as follows:
Clause 2 Article 24 Law on Enterprises dated in 1999 stipulates: “The head office of an enterprise must be in the territory of Vietnam; must have a definite address, including house number, street name (alley) or name of village, village, commune, ward or township; districts, urban districts, towns and provincial cities; provinces / cities under central; phone number and fax number (if any)”.
Clause 1, Article 35 of Law on Enterprises dated in 2005 stipulates: “The head office of an enterprise is the place of communication and transaction of the enterprise; must be located in the territory of Vietnam, have a defined address including house number, street name (alley) or name of commune, ward, township, district, district, town, provincial city, province or direct city centrally; phone number, fax number and email (if any)”.
As of 2014, Article 43 of the Law on Enterprises dated in 2014 stipulates: “The head office of an enterprise is the contact point of the enterprise in the territory of Vietnam, whose address is determined including house number, niche, alley, alleys, streets, roads or hamlets, hamlets, hamlets, communes, wards, townships, districts, towns, provincial cities, provinces and centrally run cities; phone number, fax number and email (if any)”.
Currently, the Law on Enterprises dated in 2020 stipulates: “The enterprise’s headquarters shall be located within Vietnam’s territory, is the enterprise’s mailing address, has phone number, fax number and email address (if any)”.
Current regulations on corporate headquarters have created favorable conditions for businesses to participate in the market, meeting the actual needs of businesses in the 4.0 era. For example: When starting a business, businesses can rent and use the integrated office as the address of the head office - a contact address, without having to invest too much in the initial cost.
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(Illustration image of office for rent)
2. A number of regulations enterprises must comply with in relation to the head office of the enterprise
According to the provisions of Law on Enterprises dated in 2020, enterprises must comply with a number of regulations related to the head office as follows:
a) The enterprise name must be affixed at the head office
According to the provisions of Clause 4, Article 37 of Law on Enterprises dated in 2020, “The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise”.
Note: In case an enterprise's name is in a foreign language, the text size of the foreign name shall be smaller than the Vietnamese name displayed at the enterprise's headquarters, branches, representative offices and business locations (according to clause 2 Article 39 Law on Enterprises dated in 2020).
b) Documents must be stored at the head office or otherwise provided for in the company's charter
Article 11 Law on Enterprises dated in 2020 stipulates the mode of storing documents of enterprises as follows:
“1. An enterprise, depending on its type of business, shall retain the following documents:
a) The charter, internal rules and regulations; the member/partner/shareholder register;
b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;
c) Documents proving the enterprise’s ownership of its assets;
d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions;
dd) The prospectus for offering or listing securities;
e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;
g) Accounting books, accounting records and annual financial statements.
2. The documents mentioned in Clause 1 of this Article shall be retained at the enterprise’s headquarters or another location specified in the enterprise’s charter for a period of time prescribed by law.”.
c) Unusual information must be publicly posted
Clause 1, Article 110 of Law on Enterprises dated in 2020 provides for the unusual disclosure of information at the head office of an enterprise as follows:
1. Information shall be posted the company’s website and printed matters (if any) and displayed at the company’s headquarters and business locations within 36 hours from the occurrence of any of the following events:
a) The company’s account is frozen or unfrozen;
b) All or part of the company’s business activities are suspended; the certificate of enterprise registration, establishment license, establishment and operation license, operation license or another license relevant to the company’s operation is revoked;
c) The certificate of enterprise registration, establishment license, establishment and operation license, operation license or another license relevant to the company’s operation is revised;
d) There is a change of members of the Board of Members, the company’s President, Director/General Director, Deputy Directors/General Directors, chief accountant, accounting – finance department manager, Controllers or Chief Controller;
dd) An executive of the company is disciplined or charged under a decision; the court issues a decision that involves an executive of the company;
e) An inspecting authority or tax authority announces a verdict on the enterprise’s violations of law;
g) There is a decision that the independent audit organization is changed or not permitted to audit the financial statement;
h) There is a decision on establishment, dissolution, consolidation, acquisition or conversion of a subsidiary company, branch or representative office; investment in, decrease or withdrawal of investment in other companies.
3. Regulations on sanctioning of administrative violations related to the head office of enterprises
According to the provisions of Articles 20, 21, 22, 23 and 24 of the Law on Enterprises, the address of the head office of an enterprise is one of the information and contents that the enterprise must be declared in the business registration dossier.
On December 28, 2021, the Government issued Decree No. 122/2021/ND-CP stipulating penalties for administrative violations in the field of planning and investment. Accordingly, in case an enterprise declares dishonestly or incorrectly the address of its head office, it will be sanctioned according to Article 43 of Decree No. 122/2021/ND-CP mentioned above. Specifically: Article 43 of Decree No. 122/2021/ND-CP stipulates: “A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for providing untruthful, inaccurate information in an application for enterprise registration or application for changes to enterprise registration information to obtain the enterprise registration certificate or certificate of changes to enterprise registration information”.
In case an enterprise violates the time limit for registration of change of its head office address within the time limit specified in Clause 5, Article 44 of Decree No. 122/2021/ND-CP, it will be sanctioned according to Clause 5 Article 44 of this Decree is as follows:
Clause 5, Article 44 of Decree No. 122/2021/ND-CP providing for violations of the deadline for registration of changes in the contents of the Certificate of Business Registration: A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for failure to register changes in the enterprise registration certificate and changes in branch/representative office/business location registration information.”. Point b, Clause 6, Article 44 of this Decree provides that the remedial measure is: “The violator is compelled to register changes in the enterprise registration certificate and changes in branch/representative office/business location registration information if the violation in Clause 5 of this Article is committed”.
4. Regulations for the enterprise with “Not operate at registered address” status
Clause 2, Article 41 of the Government's Decree No. 01/2021/ND-CP dated January 4, 2021 on business registration, stipulates that one of the legal statuses of an enterprise is “Not operate at registered address” means the legal status of an enterprise that, through the inspection and verification by the Tax Administration and related units, cannot be found at the registered address. Information about the business that no longer operates at the registered address provided by the Tax Administration to the Business Registration Authority. The change, update, time of change of legal status and termination of legal status shall be decided by the Tax Administration. The tax administration agency is responsible for providing and updating the legal status of “Not operate at registered address” of the enterprise to the business registration authority through the tax registration information system connected to the National Information System on Business Registration. The business registration authority shall record and update the legal status provided by the tax authority in the national enterprise registration database.
According to the provisions of Point d, Clause 1, Article 65 of Decree No. 01/2021/ND-CP, an enterprise may not register or notify changes of enterprise registration contents in case the enterprise has the “Not operate at registered” address” status.
According to the provisions of point d, clause 2, Article 65 of Decree No. 01/2021/ND-CP, The enterprise shall be entitled to apply for/notify changes to enterprise registration information in the case: The enterprise has changed from “Not operate at registered address” to “operating” status.
Therefore, enterprises should pay attention to fulfill all obligations as prescribed in Article 8 of the Law on Enterprises to avoid falling into the legal situation "Not operate at registered address".