Regulations on who signs the notice of operation registration/change in the registration content of branches, representative offices, and business locations

In this article, the Business Registration Office discusses regulations related to the person with authority to sign the notice of operation registration/change in the content of operation registration (Regulation) of branches, representative offices, and business locations.

In the forms of notice of registration of registration/change in the content of registration of registration of branches, representative offices, and business locations specified in Appendices II-7, II-9 issued together with Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, the title of the signer in the signature section (at the end of the notice) includes: “REPRESENTATIVE PERSON LAWS OF ENTERPRISES/BRANCH HEADS”

Similar to when drafting a request or notice of change of legal representative, the title of the person signing the notices related to the above branches, representative offices, and business locations must also be declared corresponding to each type of dependent unit. To help the person carrying out the procedures easily visualize, grasp, and correctly identify the title of the signer, first of all, the Business Registration Office would like to discuss the affiliated levels according to the current regulations of each type of dependent unit as follows:

– “Branch” and “Representative Office” are two types of units that are only directly under “Enterprise”. This means that “Enterprise” is definitely the managing unit of “Branch” and “Representative Office”.

– “Business location” has 2 types of affiliation: under “Enterprise” or under “Branch”.

+ In case “Business location” belongs to “Enterprise”. At this time, “Enterprise” is the managing unit of “Business location”.

+ In case “Business location” belongs to “Branch”. At this time, “Branch” is the managing unit of “Business Location” (and “Enterprise” is still the managing unit of “Branch”).

– Accordingly, the person carrying out the procedures also identified the following issues: “Business location” is never affiliated with “Representative office“; “Representative Office” is never affiliated with “Branch” and vice versa.

Understanding these regulations, the person carrying out the procedures can easily determine the title of the person signing the notice when preparing the business registration dossier, specifically as follows:

– When notifying the contract of sale/changing the content of the contract of sale for a “Branch”: the title of the person signing the notice is of course “LEGAL REPRESENTATIVE OF THE ENTERPRISE”

– When notifying the contract registration/changing the content of the contract registration for "Representative Office": the title of the person signing the notice is automatically "LEGAL REPRESENTATIVE OF THE ENTERPRISE"

– When notifying the contract registration/changing the content of the contract registration for "Business location":

+ If “Business location” belongs to “Enterprise”: the title of the person signing the notice is of course “LEGAL REPRESENTATIVE OF THE ENTERPRISE”

+ If the “Business Location” belongs to the “Branch”: the title of the person signing the notice can be “LEGAL REPRESENTATIVE OF THE ENTERPRISE” or “HEAD OF THE BRANCH”.

Of course, in all of the above cases, the person holding the positions "LEGAL REPRESENTATIVE OF THE ENTERPRISE" or "HEAD OF THE BRANCH" has the authority to sign the notice, depending on the respective declared titles. These regulations also confirm the problem: when notifying the contract registration/changing the content of the contract registration for a "Branch", the new legal representative has the authority to sign the notice, the branch head does not have this authority.

In fact, there are many cases where the person carrying out the procedures has forgotten to identify or incorrectly declared the signer's title when drafting notices of contract registration/changing the content of contract registration for branches, representative offices, business locations, or in some cases signed without proper authority. Hai Phong Business Registration Office hopes that the above discussed content will help businesses pay attention to complete and accurate implementation, limiting erroneous records that require amendments and supplements according to regulations!