1. Business Lines

Vietnamese law does not provide a specific definition of “occupation” or “business line.”

However, Decision No. 27/2018/QĐ-TTg stipulates the system of Vietnam’s economic sectors and promulgates an Appendix listing the codes of business lines. In addition, Clauses 1 and 2, Article 7 of the Law on Enterprises 2020 provide that enterprises are entitled to freely conduct business in any sector or industry not prohibited by law. Enterprises may freely conduct business, choose their own organizational form, select business lines, locations, and modes of operation, and independently adjust their scale and lines of business.

Accordingly, enterprises are free to choose among the business lines listed under Decision No. 27/2018/QĐ-TTg. When there is a need for expansion or development, enterprises are fully entitled to amend or supplement their registered business lines in accordance with the provisions of law.

2. Procedures for Amending and Supplementing Business Lines

Notification Dossier for Amending or Supplementing Registered Business Lines

When an enterprise wishes to amend or supplement its registered business lines, it must submit a notification to the Business Registration Office where the enterprise’s head office is located, in accordance with Clause 1, Article 56 of Decree No. 01/2021/NĐ-CP.

The notification dossier for the change of business lines shall include:

- A notice of change in enterprise registration contents;

- A resolution, decision, and a copy of the meeting minutes of the Members’ Council (for multi-member limited liability companies and partnerships), of the General Meeting of Shareholders (for joint-stock companies), or a resolution/decision of the company owner (for single-member limited liability companies) regarding the change in business lines.

Procedures for Amending or Supplementing Business Lines

Step 1: Submission of the Dossier
The legal representative of the enterprise or an authorized person shall submit the dossier to the Business Registration Office under the Department of Planning and Investment of the province where the enterprise’s head office is located.

Step 2: Receipt of the Dossier

- The officer at the Business Registration Office shall receive the dossier.

- If the dossier is complete and valid, the officer shall proceed with the registration of the change or addition of business lines for the enterprise.

- If the dossier is incomplete, the officer shall explain the reasons for its rejection and provide guidance for supplementing the dossier in accordance with the law.

Step 3: Collection of Results

- Upon completion of the registration of the change in business lines, the officer shall issue a receipt and inform the applicant of the expected date for the result.

- The enterprise shall receive the result in the form of a Certificate of Change in Enterprise Registration either directly at the business registration authority or via postal services.

3. Conditions for Amending Business Lines in an Enterprise

- The additional business lines must be included in the Vietnamese Standard Industrial Classification System. In cases where a business line is not listed in this system, it must be specifically stipulated in another legal document.

- The additional business lines must not fall under the group of seven prohibited business investment sectors.

- If the business lines to be registered are conditional business lines, the enterprise must satisfy all specific conditions required by law for those lines.

- The additional business lines must not duplicate existing registered business lines. In cases where the enterprise wishes to supplement the details of a current line, it must remove the existing code and then register a new, more detailed business line code.

- If, at the time of establishment, the enterprise has not registered its contact information (phone number/email/fax), such information must be provided when submitting the application to amend or supplement business lines.

4. Penalties for Failing to Declare Business Lines

Although the applicable legal framework affirms enterprises’ freedom to conduct business in any line not prohibited by law, there are still regulations prescribing penalties for conducting business without registering the relevant business lines.

Specifically, Article 25 of Decree No. 155/2013/NĐ-CP stipulates:

"A fine ranging from VND 15,000,000 to VND 20,000,000 shall be imposed for conducting business in a line that is not included in the enterprise registration certificate."

Accordingly, enterprises are required to declare their business lines in the enterprise registration certificate prior to engaging in such business activities. This requirement may impose certain restrictions on enterprises and appears to limit the rights of enterprises as provided in the Law on Enterprises: "Freedom to conduct business in any sector or industry not prohibited by law."

Currently, the enterprise registration certificate no longer states the enterprise’s business lines. Instead, such information is published and updated on the National Enterprise Registration Portal.