To change business lines in Vietnam, a company files a notice, not an application to amend its Enterprise Registration Certificate (ERC). The owner, members' council or shareholders' meeting approves the change, the company notifies the provincial Business Registration Office within 10 days of the change, and the office updates the National Business Registration Database within 3 working days (Article 31(1)(a) and (2) of the Law on Enterprises; Article 49 of Decree 168/2025/ND-CP). No new ERC is issued, because business lines are not printed on the ERC (Article 28 of the Law on Enterprises).
For a foreign-invested company that wants to change business lines in Vietnam, the filing itself is the same, but three questions come first: is the new line open to foreign investors and on what conditions, does the change alter the objectives on the Investment Registration Certificate (IRC), and does the activity need a separate business licence? This guide follows that order after covering the common rules.
Why is a request to change business lines in Vietnam a notice, not an ERC amendment?#
The Law on Enterprises splits changes into two groups. Items printed on the ERC (name, head office, legal representative, charter capital and similar) must be registered, and a new certificate is issued (Articles 28 and 30). Business lines are in the notification group (Article 31(1)(a), as amended by Article 1(13) of Law 76/2025/QH15). The deadline is the same for both groups: 10 days from the date of the change.
What this means in practice:
- No new certificate. The registration office only updates the database. On request, it issues a confirmation of the change to the enterprise registration contents (Article 49(2) of Decree 168), which banks and counterparties often ask for.
- Publication still applies. Business lines are part of the registration contents published on the National Business Registration Portal, and changes must be published there too (Article 32(1)(a) and (2)).
- The charter changes as well. The charter must state the business lines (Article 24(2)(b)), so the decision usually amends the charter, which affects the voting threshold. See our handbook entry on the company charter in Vietnam.
A company may do business in any line the law does not prohibit and may adjust its lines (Article 7(1) and (2)). On business lines, the registration office checks only that a line is not prohibited (Article 27(1)(a)) and, for lines restricted to foreign investors, the market access conditions (Article 49(2) of Decree 168); sector conditions are checked elsewhere.
Which VSIC code applies when you change business lines in Vietnam?#
When a company decides to add business lines in Vietnam or edit existing ones, it selects a level-4 code from the Vietnam Standard Industrial Classification (VSIC) (Article 7(1) of Decree 168), as issued by the Prime Minister (Article 7(2)). Since 15 November 2025 that classification is Decision 36/2025/QD-TTg of 29 September 2025, which ended the effect of Decision 27/2018/QD-TTg (Article 4). VSIC 2025 has five levels; level 4 contains 495 four-digit codes from 0111 to 9900 (Article 3(2)(d)). Many code lists in circulation, including in English, still follow VSIC 2018, and codes may have been renumbered, split or merged, so check each VSIC 2025 code again before filing.
| Situation | How to record the line | Article 7 of Decree 168 |
|---|---|---|
| Ordinary line | Choose one level-4 code; an optional detailed description underneath must fit that code | Clauses 1 and 6 |
| Conditional line | Use the name in the sector law that sets the condition, under the matching level-4 code | Clauses 3 and 7 |
| Not in VSIC but named in another legal text | Use the name in that text | Clause 4 |
| Not in VSIC or any text | Recorded if not prohibited; the Ministry of Finance is notified to add it | Clause 5 |
Must a company registered under VSIC 2018 codes re-file now, even if it has no plan to change business lines in Vietnam? Decision 36/2025 has no transition rule on this, and Article 7(1) requires a level-4 code at formation, at a notice of change of business lines, or at a certificate exchange. We have not found a text that forces re-filing merely because the classification changed. The sensible time to re-map the whole list is the next time you change business lines in Vietnam, since any added or edited line must then use VSIC 2025.
Filing to change business lines in Vietnam: documents and approvals#
The file has two documents (Article 49(1) of Decree 168):
- The notice of change, on Form No. 12. From 21 August 2026 this is the new Form No. 12 attached to Circular 121/2026/TT-BTC (Article 1(1)(g)), which replaced the form of the same number in Circular 68/2025/TT-BTC; files received earlier under the old form continue to be processed (Article 2). Templates labelled "Appendix II-1" belong to repealed circulars of the former Ministry of Planning and Investment (Article 3(3) of Circular 68/2025).
- The resolution or decision (copy or original) on the change, by the owner, the members' council or the general meeting of shareholders.
The business line section of Form No. 12 has three tables: lines added, lines removed and lines whose detailed description changes, each with name and code. To switch from one line to another, list the new line as added and the old one as removed. The form also contains a printed commitment to meet market access conditions for lines on the restricted list for foreign investors.
| Company type | Approving body | Threshold (unless the charter says otherwise) | Basis |
|---|---|---|---|
| Single-member LLC | Owner | Owner decides | Article 49(1)(b), Decree 168 |
| Multi-member LLC | Members' council, voting at a meeting because the charter is amended | At least 75% of the capital of members present | Article 59(2)(a) and (3)(b), Law on Enterprises |
| Joint stock company | General meeting of shareholders | At least 65% of the votes of shareholders attending and voting | Article 148(1)(b), as amended by Law 03/2022/QH15 |
Article 148(1)(b) names "change of business lines and sectors" expressly, so a board resolution alone is not enough in a joint stock company. For a multi-member LLC the law sets no specific threshold for business lines; because the charter lists them, our cautious reading applies the 75% threshold for charter amendments. No company seal is required on the documents (Article 4(5) of Decree 168).
Companies formed before 1 July 2025 must add beneficial owner information (if any) at their next registration or notice of change (Article 3(1) of Law 76/2025/QH15), which can be this one. Failing to do so carries a fine of VND 70 to 100 million (Article 44(6) of Decree 122/2021/ND-CP, as amended by Article 2 of Decree 288/2026/ND-CP). See what is a beneficial owner in Vietnam.
How do you file, and how long does it take?#
- Map the lines to add, remove or edit: VSIC 2025 code, prohibited or conditional status and, with foreign capital, the market access list.
- Pass the resolution or decision with the right body and threshold, amending the charter at the same time.
- File with the provincial Business Registration Office of the head office: in person, by post or online (Article 26(1) of the Law on Enterprises; online filing under Article 39 of Decree 168, as amended by Article 9 of Decree 296/2026/ND-CP). Other changes can go in the same file (Article 4(6)), for example a change of registered address or a charter capital increase where the new line needs more capital.
- Result within 3 working days: the office checks the file, checks market access conditions for lines restricted to foreign investors, and updates the database, or tells you in writing what to fix (Article 49(2)). You then have 60 days to correct the file before it lapses (Article 32(3)).
The law does not define "the date of the change". A resolution takes effect on adoption or on the date it states, unless the charter provides otherwise (Articles 62(1) and 152(1) of the Law on Enterprises). State an effective date, count the 10 days from it, and do not start the new activity before the notice is accepted. The overall time needed to change business lines in Vietnam also depends on how quickly the resolution is passed and whether the office asks for corrections.
How do you change the main business line?#
Neither the Law on Enterprises nor Article 7 of Decree 168 refers to a company's "main line"; the concept sits in Form No. 12, where the added and edited tables include a column to mark one main line. The form's notes deal with three cases:
| Case | What to file under Form No. 12 |
|---|---|
| Add a new line and make it the main line | List it as added and tick the main line column |
| Make an already registered line the main line, with no lines added or removed | No notice of change of business lines; file an update of registration information under Article 57(1) of Decree 168 (1 working day). In our reading no registration or publication fee applies (Article 57(3)(c)) |
| Remove the current main line without adding lines, and pick a remaining line as main | List the removed line in the removal table and the new main line in the edit table |
The registration office shares the main business line with the provincial and central labour authorities (Article 81(3) of Decree 168).
What if the new line is a conditional business line?#
A company may operate from registration, except in conditional business lines (Article 33(2) of Decree 168). For those, it may operate only once it meets the conditions and must keep meeting them (Article 8(1) of the Law on Enterprises; Article 11(1) of Decree 96/2026/ND-CP). The ERC is not a business licence (Article 6(3) of Decree 168).
So when you add business lines in Vietnam that are conditional, the order is: identify the conditions (licence, practising certificate, capital, staff, premises), notify the new line, obtain any licence the sector law requires, and only then sign customer contracts. The list of conditional lines is changing over time (142 lines under Government Resolution 66.17/2026/NQ-CP until 28 February 2027, 137 lines under Law 24/2026/QH16 from 1 March 2027); see conditional business lines in Vietnam. If an authority finds the company does not meet the conditions, the registration office requires it to suspend or stop that line (Article 61(1) of Decree 168), and failing to comply is fined VND 40 to 50 million (Article 48(2)(a) of Decree 122/2021/ND-CP, as amended by Article 4 of Decree 288/2026/ND-CP).
Change business lines in Vietnam as a foreign-invested company: the extra layers#
The registration filing is still the two documents in Article 49. The differences lie in what must be checked or done first.
| Step | Domestic company | Foreign-invested company |
|---|---|---|
| Market access | Not applicable | Same as domestic investors except for lines in Appendix I of Decree 96/2026: 23 lines closed and 62 lines open with conditions (Article 8(1) of the Investment Law 143/2025/QH15; Article 15(1), Article 17(2) and (6) of Decree 96). The registration office checks this when processing the notice (Article 49(2) of Decree 168) |
| IRC | None | If the company holds an IRC: amend if the change alters the project objectives or scale stated on the IRC (Article 33(2) of the Investment Law; Article 37(5) of Decree 96) |
| Company formed before its IRC | Not applicable | May add other lines only after the IRC is issued (Article 72(4) of Decree 96) |
| Trading activities | No licence under Decree 342 | From 18 October 2026, nine groups of activities, including retail distribution, logistics (except sub-sectors already opened by treaty), commercial intermediary services and e-commerce platforms, need a Business Licence (Article 5(1) of Decree 342/2026/ND-CP) |
Market access conditions include the foreign ownership ratio, the form of investment and the scope of activities (Article 8(3) of the Investment Law). A company with a minority foreign shareholder should therefore also check a new line before filing; see market access conditions for foreign investors for how.
When is an IRC amendment needed? Once it holds an IRC, a foreign-invested company may amend its enterprise registration without a new investment project, provided added lines meet market access conditions (Article 73(1) of Decree 96). But the IRC states the project's objectives and scale and must be amended when those core contents change (Article 33(2) of the Investment Law). Our reading: if the new activity will be carried out within the registered project, so the project objectives change, amend the IRC first (7 working days from a valid file, Article 56(2) of Decree 96) and then notify the change of business lines. If the objective falls within an investment policy approval, that approval must be amended first (Article 33(3)(a) of the Investment Law; Article 51(2) of Decree 96). If the activity is a separate project, the company follows the procedure for that project and need not form a new entity (Article 20(3) of the Investment Law). The texts do not draw a clear line between "adding a line" and "changing the project objectives", so ask the investment registration office before filing. Our IRC amendment procedure guide covers the IRC side.
Business Licence. Trading activities outside the nine groups need no Business Licence but must be registered in the documents issued under the Investment Law and the Law on Enterprises (Article 6(1) of Decree 342), which means the line must be on the company's list. A company that already holds a Business Licence and adds a trading activity, goods or directly related activity stated on the licence must have the licence amended (Article 13 and Article 10(1)(c) to (dd)), following the same steps as a new issue (Article 15(3)). The provincial People's Committee of the head office issues and amends the Business Licence (Article 8(1)); files received before 18 October 2026 stay under Decree 09/2018/ND-CP (Article 44(5)).
LexData can help through our IRC and ERC amendment and business licence services; for the background, see what an IRC is.
Fees, tax and fines when you change business lines in Vietnam#
Fees. The change must be published on the National Business Registration Portal against a publication fee (Article 32(1) and (2) of the Law on Enterprises) of VND 100,000 per time (fee schedule to Circular 47/2019/TT-BTC). The enterprise registration fee (VND 50,000, currently halved under Circular 64/2025/TT-BTC until 31 December 2026, and waived for online filings under Article 5(3) of Circular 47/2019) attaches to issuing or changing the ERC; a notice of change of business lines does not change the ERC, so this fee may not arise. The exact amount is shown when you file.
Tax. Normally there is no separate tax filing: tax registration runs with business registration through a one-stop mechanism (Article 10(2) of the Law on Tax Administration 108/2025/QH15), and when the tax authority receives the data from the registration office no direct tax registration is needed (Article 6(1) of Decree 252/2026/ND-CP).
Fines under Decree 122/2021/ND-CP, as amended by Decree 288/2026/ND-CP (in force 21 July 2026); these are the fines for organisations (Article 4(2)).
| Breach | Fine | Basis |
|---|---|---|
| Notice 1–10 days late | Warning | Article 44(1) |
| 11–30 days late | VND 10–20 million | Article 44(2) |
| 31–90 days late | VND 30–40 million | Article 44(3) |
| 91 days or more late | VND 50–60 million | Article 44(4) |
| No notice | VND 30–70 million; notice ordered | Article 44(5) and (7) |
| Untruthful or inaccurate declaration | VND 30–70 million | Article 43 |
A common risk when companies change business lines in Vietnam late is that the activity started before it was on the list. There is no official guidance on the "date of the change" in that situation, and an inspecting authority could take the start of operations as the reference date; keep the resolution and evidence of the decision date.
Household businesses in brief#
Foreign investors rarely deal with household businesses, but Vietnamese partners and suppliers often are one. A household business registers a change of business lines (it does not notify) with the commune-level registration office within 10 days, using a request signed by the household head, and receives a new household business certificate within 3 working days (Article 100(1)(e), (2) and (7) of Decree 168). Only its main line must use a level-4 VSIC code (Article 89(2) and (3)).
Scope: how to change business lines in Vietnam for limited liability and unlisted joint stock companies, with a short note on household businesses; credit institutions, insurers and securities firms follow their own sector laws. Decree 296/2026/ND-CP does not amend Articles 7, 49, 57 or 100 of Decree 168.
