Reference situation:

A company’s head office is located in Dong Da District, Hanoi City. The company would like to change it into Bac Ninh province due to changing demands for production and business. The company wonders about the necessary procedures to change its head office in accordance with laws.

Our advice:

Thank you for sending your question to b. For your case, Bizlawyer would like to have some advice as follows

Article 12.1 of Circular 95/2016/TT-BTC stipulates that: “…..In case the change in the head office of a company and its units leading to a change in tax agency which manages it, the company needs to notify this change and carry out procedures at the tax agency under Article 13.2 of this Circular before applying for the change at a business registration agency”.

Therefore, based on the mentioned-above provisions, you need to carry out the following procedures:

Step 1: Performing the procedures at Dong Da district tax agency

You need to carry out the procedure for changing tax registration information within 10 (ten) working days from the date on which the company decides to change it. Under Article 13.2 of Circular 95/2016/TT-BTC, you shall submit a tax registration adjustment form (form 08-MST enclosed with this Circular) to Dong Da district tax agency.

Notes:

• You need to submit a report on the use of invoices, a list of used invoices and unused invoices before carrying out this mentioned-above procedure. In case the company has not used invoices, you need to commit in writing that the company has not used the invoices and has not sent notice of invoice issue then send it and the form 08-MST to the tax agency.
• Your company is responsible for fulfilling tax obligations before changing the head office to Bac Ninh, and the company is not required to make a tax balance-sheet unless the time of changing the head office is the same as the time of annual tax finalization

Step 2: Carrying out the procedures for registering information change at Bac Ninh business registration agency

Under Article 40.3 of Decree No. 78/2015/ND-CP, you shall send a notice and the following applications to Business Registration Agency of Bac Ninh for changing business registration contents after completing the procedures at Step 1:

• A valid copy of the amended Charter;
• A list of members (of a multi-member company limited)/A list of authorized representatives (of a single-member company limited)/A list of founding shareholders, shareholders being foreign investors and authorized representatives of theirs (of a shareholding company) or A list of partners (of a partnership company); and
• A decision and a valid meeting minutes of Board of Members (of a multi-member company limited)/General Meeting of Shareholders (of a shareholding company)/Partners (of a partnership company) or a decision of the owner (of a single-member company limited)

Step 3: Changing seal sample, adjusting information on Value Added Tax  invoices (VAT invoices

(1) Changing seal sample:

If Your Company changes Your Company’s head office, Your Company also needs to change Your Company’s current seal sample. Therefore, you need to make a new seal and then send a notice to Bac Ninh Business Registration Office to public the new seal sample

Note: Under Article 59.5 of Decree No. 58/2015/ND-CP, if Your Company is using seal(s) issued by a police office, Your Company shall return it and its seal sample certificate to the police office. As a result, Your Company shall receive a certificate of withdrawal of seal sample.

(2) Adjusting information on VAT invoices

If Your Company has used invoices, Your Company shall carry out the following procedures

– Your company shall cancel the current invoices under Circular 39/2014/TT-BTC and register to use new invoices on which the new address is displayed if the company has no need to use these invoices

– The company needs to make a list of the remaining invoices, make a seal showing the new address and then stamp on these invoices and carry out procedures for adjusting the notice of invoice issue at the tax agency if the company continues to use them.

Conclusion

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