Changing the business location is a common need when operating a foreign-invested enterprise (FIE). However, this process requires strict compliance with the provisions of investment, land, and enterprise registration laws.
The following article, prepared by DNP Viet Nam Law Firm, provides an overview of the procedures, required documents, and key legal considerations that FIEs should take into account.
1. Business Location of a Foreign-Invested Enterprise
Pursuant to Clause 3, Article 44 of the Law on Enterprises 2020, a business location is the place where the enterprise conducts specific business activities. For FIEs, the business location also serves as the contact address within the territory of Vietnam.
The address must be clearly defined, including: house number; alley; lane; street; hamlet; village; commune, ward, or township; district, town, provincial city; and province or centrally-run city. Additional contact information such as telephone number, fax number, and email address may also be provided.
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2. Key Legal Considerations When Changing the Business Address of an FIE
Unlike domestic enterprises, FIEs are subject to direct tax administration by the Tax Department. Therefore, when relocating their headquarters within the same city or province but to a different district, FIEs are not required to finalize their tax obligations—a procedure mandatory for domestic enterprises.
However, if the new address is in a different province or city, tax finalization prior to relocation becomes compulsory.
Depending on the scope of change, an FIE may fall into one of the following scenarios:
– Changing the head office only, without altering the project implementation location:
This is a relatively simple case. The enterprise only needs to update the information on the Enterprise Registration Certificate, provided that it has been separated from the Investment Registration Certificate.
– Changing both the head office and the project location:
If the new address also serves as the project implementation site, the enterprise must amend the Investment Registration and Enterprise Registration certificates.
3. Dossier for Change of Business Address
3.1. Head Office Address Coincides with Investment Project Location
| NO | CONTENT |
| 1 | Written request for adjustment of the investment project (as per the form in the Appendix attached to Circular No. 25/2023/TT-BKHĐT); |
| 2 | 02 notarized copies of the Investment Registration Certificate / Enterprise Registration Certificate; |
| 3 | Original copy of the Investment Registration Certificate; |
| 4 | Report on the implementation status of the investment project up to the time of adjustment; |
| 5 | 01 notarized copy of the latest audited financial statements close to the adjustment time; |
| 6 | Bank confirmation of the capital account to prove that the company has fully contributed charter capital (in case the financial statements do not reflect full capital contribution); |
| 7 | Investor’s decision on the adjustment of the project implementation location (for investors being organizations); |
| 8 | Legal documents related to the location: Lease agreement, Land use right certificate, Certificate of ownership of residential house and assets attached to land, other supporting documents (if any); |
| 9 | Power of attorney for the authorized representative to carry out the procedures; |
| 10 | Notarized passport and temporary residence confirmation (temporary residence card) of the legal representative; |
| 11 | Information for project proposal development: Number of foreign employees, number of Vietnamese employees; Investor’s phone number and email, Company’s phone number in Vietnam, Head office area. |
3.2. Head Office Address Not Coinciding with the Investment Project Location
| NO | CONTENT |
|---|---|
| 1 | Notification of changes to enterprise registration information; |
| 2 | Decision on the change of the head office address of the foreign-invested company; |
| 3 | Certified copy of the identity card/citizen identification/passport of the authorized person carrying out the procedure; |
| 4 | Power of attorney; |
| 5 | In addition, the enterprise must submit the following supplementary documents:- For single-member limited liability companies and private enterprises: The Owner’s decision on the change of the company’s head office address;- For multi-member limited liability companies and partnerships: Resolution and a valid copy of the minutes of the Members’ Council meeting on the change of company head office address;- For joint stock companies: Resolution and a valid copy of the minutes of the General Meeting of Shareholders on the change of company’s head office address. |
The information above is for reference only. If you require further details, please contact us using the information below.
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