CHANGES TO CORPORATE INFORMATION – KEY CONSIDERATIONS IN COMMERCIAL ARBITRATION PROCEEDINGS

During the resolution of a dispute, an enterprise acting as either the Claimant or the Respondent may need to change its corporate name, relocate its registered office, or appoint a new legal representative. Such changes are relatively common in business operations, particularly for enterprises undergoing restructuring or expanding their operations.

In practice, however, some enterprises assume that changes to their enterprise registration information may interrupt the dispute resolution process or even provide grounds for delaying the enforcement of an arbitral award. This view is inconsistent with the legal nature of an enterprise and the fundamental principles of commercial arbitration proceedings.

1. Legal basis

Changes to an enterprise’s fundamental information, such as its name, registered office address, or legal representative, during the resolution of a dispute by arbitration may affect the validity of the service and receipt of procedural documents.

Although the Law on Commercial Arbitration 2010 (“LCA 2010”) does not directly regulate this specific situation, the principles governing the service and receipt of notices and procedural documents provide the legal basis for determining the parties’ rights and obligations. Clauses 2, 3, and 4, Article 12 of the LCA 2010 provide:

“2. Notices and documents sent by an arbitration center or an arbitral tribunal to the parties shall be delivered to the parties’ addresses or to their representatives at the addresses duly notified by the parties;

3. Notices and documents may be sent by an arbitration center or an arbitral tribunal by personal delivery, registered mail, ordinary mail, fax, telex, telegram, email, or any other method that provides a record of transmission;
4. Notices and documents sent by an arbitration center or an arbitral tribunal shall be deemed received on the date on which they are received by the parties or their representatives, or shall be deemed received if they have been sent in accordance with Clause 2 of this Article.”

These provisions are also reflected in Clauses 2 and 3, Article 3 of the Rules of Arbitration of the Middle Commercial Arbitration Center (“MCAC”):

“2. Notices and documents shall be sent by the Center to the parties at the addresses provided by them and may be delivered personally, by registered mail, fax, email, or any other method that provides a record of transmission.

3. Notices and documents sent by the Center to the parties shall be deemed received on the date on which they are received by the parties, or shall be deemed received if they have been sent in accordance with Clause 2 of this Article.”

Accordingly, an arbitration center is only required to send notices and documents to the latest address provided by the relevant party or used during the conclusion of the contract, enterprise registration, or arbitral proceedings.

2. Key considerations when corporate information changes during arbitral proceedings

To ensure that arbitral proceedings remain uninterrupted, comply with procedural requirements, and avoid subsequent complaints, an enterprise should take note of the following matters in each case involving a change to its corporate information.

2.1. Change of corporate name

A change of corporate name only changes the identifying information of the legal entity and does not create a new legal entity. The enterprise retains the same enterprise identification number and remains responsible for exercising all rights and performing all obligations arising before the name change.

A change of corporate name does not affect the validity of the arbitration agreement, deprive the arbitration center of its jurisdiction, or require the enterprise to resubmit its Statement of Claim or enter into a new arbitration agreement.

2.2. Change of registered office address

Unlike a change of corporate name, a change of registered office address may directly affect the service of important notices and procedural documents, including the Statement of Claim, notice of acceptance of the case, evidence, summonses, and the arbitral award.

The enterprise should promptly notify the arbitration center and the other party of its new address. If the enterprise fails to fulfil this obligation, its failure to receive procedural documents due to the change of address shall not constitute grounds for challenging the validity of service or requesting the setting aside of the arbitral award, provided that the arbitration center sent the documents to a valid address in accordance with the applicable provisions.

2.3. Change of legal representative

The legal representative is the individual who represents the enterprise before the arbitral tribunal. Therefore, a change of legal representative does not terminate the enterprise’s status as a party to the proceedings or affect the validity of the contract, the arbitration agreement, or the ongoing arbitral proceedings.

Where the former legal representative directly participated in the proceedings, the enterprise should notify the arbitration center of the change in the representative participating in the arbitral proceedings and submit supporting documents evidencing the change, such as an updated Enterprise Registration Certificate containing the details of the new legal representative.

If the enterprise has previously authorized a lawyer or another representative to participate in the proceedings, the change of legal representative does not automatically terminate the validity of the power of attorney unless otherwise stipulated in the power of attorney or the enterprise issues a decision replacing the authorized representative or revoking the authorization in accordance with the law.

2.4. Practical matters enterprises should consider

To ensure the continuity of the proceedings and minimize legal risks, enterprises should:

• Promptly notify the arbitration center and the other party in writing of any change to the corporate name, registered office address, legal representative, or authorized representative participating in the proceedings.
• Enclose supporting documents, such as an updated Enterprise Registration Certificate, a decision on the appointment or replacement of the legal representative, and a new power of attorney, if applicable.
• Refrain from using changes to corporate information as a means of delaying or avoiding the proceedings. Such changes do not affect the validity of the dispute resolution process but may cause the enterprise to lose the opportunity to exercise its procedural rights, have the dispute resolved in its absence, or face disadvantages in any subsequent application to set aside the arbitral award.

3. Conclusion

In a constantly evolving business environment, changes to an enterprise’s name, registered office address, or legal representative may be unavoidable. However, such changes only become a genuine source of risk when they are not promptly updated or properly handled in accordance with the law.

Proactively providing notice, submitting complete supporting documents, and promptly coordinating with the arbitration center not only help ensure the continuity of the dispute resolution process but also demonstrate the enterprise’s good faith and professionalism in fulfilling its procedural obligations. These measures also provide an important basis for enterprises to effectively protect their lawful rights and interests throughout commercial arbitration proceedings.
 

The article above has analyzed in detail is "CHANGES TO CORPORATE INFORMATION – KEY CONSIDERATIONS IN COMMERCIAL ARBITRATION PROCEEDINGS". For more detailed information or legal assistance, please contact the MCAC Secretariat:

• Hotline: 0935 925 068 - 0236 3656799
• Email: contact@mcac.vn
• Read more: LEGAL COMMENTARY: COUNTERCLAIMS IN ARBITRAL PROCEEDINGS – DECISION NO. 07/2017/QĐ-PQTT OF THE PEOPLE'S COURT OF HANOI ON THE REFUSAL TO SET ASIDE AN ARBITRAL AWARD