VI During its operation, a business may need to change its name to better suit its business strategy and brand. The procedure for registering a change in business name is an important legal process, requiring compliance with current regulations. Details of the procedure for registering a change in business name:
1. In which cases is it necessary to change the business name?
Pursuant to Clause 2, Article 19, Decree 01/2021/ND-CP stipulates:
“Article 19. Handling of cases where business names infringe industrial property rights
2. The basis for determining that a business name infringes industrial property rights is implemented in accordance with the provisions of the law on intellectual property.
Enterprises must take responsibility before the law if their business name infringes industrial property rights. In case a business name infringes industrial property rights, the enterprise with the infringing name must register to change its business name.”
Pursuant to Article 38 of the 2020 Enterprise Law, the prohibitions in naming enterprises are as follows:
“Prohibitions in naming enterprises
1. Naming the same or confusingly similar to the name of a registered enterprise as prescribed in Article 41 of this Law.
2. Using the name of a state agency, a unit of the people’s armed forces, the name of a political organization, a socio-political organization, a socio-political-professional organization, a social organization, or a socio-professional organization as the whole or part of the proper name of an enterprise, except in cases where there is approval from that agency, unit or organization.
3. Using words or symbols that violate the historical, cultural, ethical and traditional customs of the nation.”
Accordingly, when an enterprise violates the above cases, the enterprise must register to change its enterprise name.
2. Dossier for changing the name of a company or enterprise
Pursuant to Clause 1, Article 48 of Decree 01/2021/ND-CP, the dossier for changing the name of a company is stipulated as follows:
“Article 48. Registration of changing the name of an enterprise
1. In case of changing the name of an enterprise, the enterprise shall submit a dossier for registration of changes in the contents of the enterprise registration to the Business Registration Office where the enterprise has its head office. The dossier includes the following documents:
a) Notice of change in the contents of the enterprise registration signed by the legal representative of the enterprise;
b) Resolution, decision and copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, a partnership company, of the General Meeting of Shareholders for a joint stock company; resolution, decision of the company owner for a one-member limited liability company on changing the name of the enterprise.”
Thus, to carry out the procedure for changing the business name, the following documents must be submitted:
Notification of change of business name;
• Minutes of the company meeting on changing the business name (required for joint stock companies and limited liability companies with two members).
• Decision to change the company name.
• Letter of introduction, letter of authorization for the person submitting the documents.
Documents for changing the name of the company, business
3. Procedures for registering a change of business name
Pursuant to Article 32 of Decree 01/2021/ND-CP of the Government on business registration for each type of business. The steps for changing the company name are as follows:
Step 1: Check the registrability of the company name after the change
You can check whether the proposed company name is in accordance with the provisions of law or whether it is duplicated or confused with the names of previously registered companies according to Article 38 of the Enterprise Law 2020.
Step 2: Prepare documents to change the company name
According to Article 48 of Decree 01/2021/ND-CP, in case of changing the enterprise name, the enterprise shall submit a dossier to register changes in the enterprise registration content to the Business Registration Office where the enterprise is headquartered.
Step 3: Submit application and receive results of company name change
According to Article 32 of Decree 01/2021/ND-CP, enterprises submit application for change of business registration content to the Business Registration Office where the enterprise has its head office by submitting the application directly or submitting it online at https://dangkyquamang.dkkd.gov.vn/.
After receiving the business registration application, the Business Registration Office issues a Receipt, checks the validity of the application and issues a Business Registration Certificate to the enterprise if the registered business name change does not violate the regulations on naming enterprises.
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