The company's articles of incorporation were drafted many years ago; is it mandatory to revise them?

“My company was established many years ago, and its articles of incorporation were drafted according to the old regulations. Currently, corporate law has changed considerably. If the articles of incorporation haven't been amended, will there be any problems? Is it mandatory to update them?”

This is a fairly common situation in many businesses in Vietnam, especially those that have been operating stably for a long time and have undergone few changes in internal structure. In reality, many businesses, after establishment, almost never review their articles of incorporation, even though their operating model, capital contribution ratios, management structure, or legal regulations have changed significantly over time.

The articles of incorporation are one of the most important documents in corporate governance. They are not only the initial establishment documents but also the basis for determining the rights, obligations, management mechanisms, and how to handle many internal issues of the company. The law does not always require businesses to amend their articles of incorporation immediately upon the enactment of new laws. However, if the old regulations contain provisions that are no longer consistent with current regulations or conflict with new laws, businesses may face significant risks when disputes arise or procedures are being processed.

For example, some companies still use articles of incorporation based on outdated management models, with voting procedures that are no longer suitable or unclear regulations regarding the authority to sign and transfer capital contributions. Only when disputes arise between members or when dealing with investors do businesses discover that the articles of incorporation no longer meet practical operational needs.

Furthermore, many businesses use model articles of incorporation drafted years ago that haven't been updated to reflect new issues related to internal governance, online meetings, delegation, compliance, or dispute resolution mechanisms between members. This means the articles of incorporation exist only on paper but don't effectively support business management in practice.

This is why many businesses today choose to review and update their articles of incorporation periodically instead of only amending them when legal issues arise.

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