Due to many different reasons, after a period of time, many companies change or add legal representatives. However, not everyone understands clearly about the procedure for changing the legal representative. To replace or add a legal representative, the company needs to prepare valid papers in accordance with the law. So, in this article, LSX legal firm will guide you with: “Dossier to change of legal representative of joint-stock company in Vietnam”
Legal grounds
- Law on Enterprise 2020
- Circular 01/2021/TT-BKHDT
Joint-stock company under the law
Joint-stock companies belong to enterprises under management of the provisions of the Law on Enterprises 2020.
“Article 1. Scope
This Law provides for the establishment, management, reorganization, dissolution and relevant activities of enterprises, including limited liability companies, joint stock companies, partnerships, and sole proprietorships; groups of companies.”
Besides, according to Article 111 of the current Enterprise Law:
Firstly, a joint stock company is an enterprise in which:
- The charter capital is divided into units of equal value called shares;
- Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no limit on the maximum number of shareholders;
- A shareholder’s liability for the company’s debts and liabilities is equal to the amount of capital contributed to the company by the shareholder;
- Shareholders may transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of this Law.
Secondly, a joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
Thirdly, a joint stock company may issue shares, bonds, and other kinds of securities.
Types of shares of joint stock companies
A joint stock company must have ordinary shares, owned by ordinary shareholders.
In addition to common shares, a joint stock company may have preferred shares. Owners of preferred shares are called preferred shareholders. Preference shares include the following types:
- Dividend preference shares;
- Redeemable preferred shares;
- Voting preference shares;
- Other preferred shares as prescribed in the company’s charter and the law on securities.
Persons entitled to purchase dividend preference shares; redeemable preferred shares; and other preferred shares prescribed by the company’s charter or decided by the General Meeting of Shareholders.
Each share of the same class confers on the holder of that share equal rights, obligations, and benefits.
Ordinary shares cannot be converted into preferred shares but preference shares can be converted into ordinary shares according to the resolution of the General Meeting of Shareholders.
Ordinary shares used as the underlying asset to issue depository certificates without voting rights called basic ordinary shares.
Legal representative of joint stock company
The legal representative of a joint-stock company means an individual who represents the joint-stock company to exercise the rights; and obligations arising from transactions of the enterprise; representing the enterprise as a requester for settlement of civil matters; the plaintiff, the defendant, the person with related interests and obligations before the Arbitration, the Court; and other rights and obligations as prescribed by law.
A joint-stock company may have one or more legal representatives. The company’s charter specifies the quantity; management title; and rights as well as obligations of the legal representative of the joint-stock company. In case the joint stock company has more than one legal representative; then the company’s charter specifies the rights and obligations of each legal representative.
Where the division of rights and obligations of each legal representative has not been clearly stated in the company’s charter, then each legal representative of the company is an authorized representative of the enterprise before a third party; all legal representatives must jointly take responsibility for damage caused to the enterprise in accordance with the civil law and other relevant laws.
A joint-stock company must always have at least one legal representative residing in Vietnam. When there is only one legal representative remaining in Vietnam; then, when this person exits Vietnam, he must authorize in writing another individual residing in Vietnam to exercise his/her rights and obligations of the legal representative. In this case, the legal representative still has responsibility for the performance of the authorized rights and obligations.
Dossier to change of legal representative of joint-stock company
In case of replacement of a legal representative, the company shall send an application for changes to enterprise registration information to the Business Registration Office of the province where it headquartered. The application includes the following documents:
- Firstly, a notification of replacement of the legal representative;
- Secondly, copies of legal documents of the new legal representative;
- Thirdly, the resolution and the copy of the minutes of the meeting of the General Meeting of Shareholders of the joint-stock company on the replacement of legal representative which leads to amendments to the company’s charter;
- Fourthly, the resolution or decision and the copy of the minutes of the meeting of the Board of Directors of the joint-stock company if the replacement of a legal representative does not cause changes to the company’s charter other than the full name and signature of the legal representative as prescribed in Article 24 of the Law on Enterprises.
- In case the legal representative is hired, the enterprise needs to provide: Labor contract; Decision on the appointment of the legal representative of the joint-stock company.
- Notice of change of tax registration information.
- Lastly, authorization letter for individuals to carry out procedures with competent authorities.
The company sends the application for registration of changes to the business registration information to the Business Registration Office where the company’s head office located.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself, We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
Related articles
- Registration of branches and representative offices under Viet Nam law
- Who is the legal representative of the enterprise under Viet Nam Law on Enterprises?
- Can foreign traders set up representative offices or branches in Vietnam?
Related questions
An enterprise shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance.
Firstly, make sure when new legal investors are recognized on the Business Registration Certificate to ensure the disclosure of necessary information about the business. At the same time, do not disable the mandatory provisions on Content on the business registration certificate.
Secondly, the enterprise determines the time when the change of legal regulations takes effect.
Participate in and make comments at the General Meeting of Shareholders; exercise the right to vote directly or through authorized representatives or another method prescribed by law or the company’s charter. Each ordinary share equals one vote;
Receives dividends at the rate decided by the GMS;
Be given priority to buy additional shares in proportion to their holding of ordinary shares in the company;
Transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of the Law on Enterprise and relevant laws;
Access names and addresses on the list of voting shareholders; request rectification of incorrect information about themselves;
Access, extract, make copies of the company’s charter, minutes and resolutions of the GMS;
Receive part of the remaining assets in proportion to their holdings in the company when the company is dissolved or goes bankrupt.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Dossier to change of legal representative of joint-stock company in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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