When opening a company in Vietnam, one of the important factors that foreign businessmen and business owners need to understand is registering the company’s headquarters address. The following is a correct understanding of the company’s headquarters address and solutions for the company’s headquarters address in Vietnam.
Regulations on company headquarters address in Vietnam
Currently, Article 42 of the 2020 Law on Enterprises stipulates: “The head office of an enterprise is located in the territory of Vietnam, is the contact address of the enterprise and is determined according to the administrative unit’s boundaries; has a telephone number, fax number and email (if any)”.
Current regulations on business headquarters have created favorable conditions for businesses to participate in the market, responding well to the actual needs of businesses in the internet age. For example: When starting up, businesses can rent and use an integrated office as their headquarters address – contact address, without having to invest too much initial cost.
Addresses allowed for registration:
- Can be located in private homes, as long as it is legal, meets fire prevention and fighting (PCCC) and security and order conditions (if the industry has conditions), and does not violate local construction planning.
- In a commercial, office, or mixed-use building (both residential and commercial, if permitted).
- The house has full legal documents.
- May be the same as the home address of the director or legal representative.
- One address can be registered for multiple companies, as long as there is enough separate space, the owner agrees, each company has its own sign.
Addresses not allowed to register:
- Not to be located in apartments or condominiums intended for residential use.
- Do not use virtual, fictitious, or non-existent addresses.
Requirements for the company's headquarters
Companies must comply with a number of regulations related to headquarters as follows:
- The enterprise name must be attached at the head office: According to Clause 4, Article 37 of the 2020 Enterprise Law, “The enterprise name must be attached at the head office, branches, representative offices, and business locations of the enterprise”. In case the enterprise has a name in a foreign language, the foreign language name of the enterprise must be printed or written in a smaller font size than the Vietnamese name of the enterprise.
- Contact information and contact person must be included: phone number, fax number and email (if available).
- Document storage: Documents such as company charter, member/shareholder register, financial reports must be stored at the head office (or other location if specified in the charter).
- Must publicly post unusual information : Must publicly post unusual information (such as temporary suspension of business, change of leadership) at the head office within 36 hours of occurrence (Clause 1, Article 110 of the Law on Enterprises 2020).
Can a virtual office be used as a company registration address?
Based on the Enterprise Law 2020, the head office address must meet the following requirements when using a virtual office:
- Specific and actual address: Must be located in Vietnam, clearly identified by administrative boundaries (house number, street, ward/commune, district/county, province/city).
- Contactability: Have phone number, fax number and email (if available). Virtual office service must ensure receiving and processing letters and documents from government agencies (such as tax, social insurance).
- Signboard: Enterprises must post a signboard at the registered address.
- Legal Lease Contract: Must have a legal and valid office lease contract.
- Not applicable to some industries: If the business requires a physical presence (e.g. manufacturing, services that require a transactional premises), a virtual office may not be suitable and will be rejected.
- Adjustments from other laws : In addition to the Enterprise Law, businesses are also affected by tax, commercial, and banking laws, so they may encounter problems if they do not fully comply.
Conclusion: Currently, the law does not prohibit renting a virtual office as a business registration office. Although there is no official document specifically regulating this type, a virtual office is still considered legal if it meets the requirements for a company headquarters as mentioned above and meets the requirements of other laws regulating business activities in each specific case.
Can a virtual office be used as the registered address of a foreign invested company (FDI)?
Similar to domestic enterprises, the Enterprise Law 2020 does not prohibit the form of virtual office. However, because FDI is also subject to the Investment Law 2020, the head office address is often also the location of the investment project , so the company’s head office address must meet the appraisal requirements during the process of granting the Investment Registration Certificate (IRC) and appraising the investment project.
Accordingly, the implementation of a specific investment project must be carried out at a location appropriate to the investment project. Therefore, in most cases, virtual offices are not suitable for implementing investment projects.
Risk of falling into the status of "business no longer operating at registered address"
Violations of the company’s headquarters address may result in one of the legal statuses of the enterprise being ” No longer conducting business at the registered address “.
This is the legal status of an enterprise that, through inspection and verification by the Tax Administration and relevant units, cannot find the enterprise at the registered address.
Information about businesses that are no longer operating at their registered address is provided by the Tax Administration to the Business Registration Authority.
As a result, the company’s tax code may be locked (all tax transactions locked) and it will not be able to make changes to its business registration information until the tax code is reopened.
Administrative sanctions related to the Company's headquarters
In case an enterprise declares dishonestly or inaccurately the head office address, it will be penalized 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 of VND 20,000,000 to VND 30,000,000 shall be imposed for dishonestly or inaccurately declaring the contents of business registration”.