The director of a one-member limited liability company is the person who performs the daily management of the company’s business operations. However, during the operation, for some reason, it is necessary to change the director. So what does this procedure require? LSX Lawfirm will give you an article about: “Change of director of a one-member limited liability company in Vietnam”, as follows:
Legal grounds
Law on enterprise 2020
Decree No. 01/2021/ND-CP
Circular No. 01/2021/TT-BKHDT
Circular No. 47/2019/TT-BTC
Legal provisions on directors of one-member limited liability companies in Vietnam
- Accordingly, the Board of Members or the company’s President shall designate or hire the Director/General Director within a term of office not exceeding 05 years to manage the company’s everyday business.
- Then, the Director/General Director shall be responsible for the law and the Board of Members or the company’s President for his/her performance.
- The President of the Board of Members, another member of the Board of Members or the company’s President may concurrently hold the position of Director/General Director unless otherwise prescribed by law or the company’s charter.
Rights and obligations
So, the rights and obligations of the director of a one-member limited liability company are specified in Clause 2, Article 82 of the Law on Enterprises as follows:
Firstly
a) Organize the implementation of resolutions and decisions of the Board of Members or the company’s President;
b) Then, decide everyday operating issues of the company;
c) Organize implementation of the company’s busines plans and investment plans;
d) Issue the company’s rules and regulations;
dd) Then, designate, dismiss the company’s executives, except those within jurisdiction of the Board of Members;
e) Enter into contracts in the company’s name, except those within jurisdiction of the President of the Board of Members or the company’s President;
Secondly
a) Propose the company’s organizational structure;
b) Then, submit annual financial statements to the Board of Members or the company’s President;
c) Propose plans for use of profits or settlement of business losses;
d) Then, recruit employees;
e) Other rights and obligations specified in the company’s charter and the employment contract.
Other requirements
- He/she has professional qualifications and experience of busines administration and satisfies other conditions specified in the company’s charter.
- The following organizations and individuals do not have the right to establish and manage enterprises in accordance with the Vietnamese enterprise law.
The procedure to change the director of the latest one-member limited liability company in Vietnam
The order of execution
Pursuant to Article 50 of Decree 01/2021/ND-CP stipulating the procedure for changing the director of a one-member limited liability company in case the director of the company is the legal representative, including the following steps:
Step 1
The company sends the application for registration of change of director to the Business Registration Office where the company’s head office is located. An application file for registration of change of director of a one-member limited liability company includes the documents specified in Section IV below;
Step 2
The Business Registration Office receives the application, gives the receipt and checks the validity of the application; in case the application is not valid, the Business Registration Office shall issue a written notice clearly stating the reason;
Step 3
Valid dossiers Business Registration Office issues the Certificate of Business Registration for the 1-member limited liability company.
You can refer to current cases of business transformation in Vietnam, or procedures for changing the head of a representative office of a foreign trader, dossier to change the name of a company with foreign capital.
Processing time: 03 (three) working days
Number of dossiers: 01 (one) set
Fees
So, pursuant to Circular 47/2019/TT-BTC stipulating the registration fee for changing the director of a one-member limited liability company: 50,000 VND/time.
Related questions
Pursuant to Clause 1, Article 50 of Decree No. 01/2021/ND-CP stipulating the application for changing the director of a one-member limited liability company as follows:
(1) Notice of change of legal representative (under the form specified in Appendix II-2 of Circular 01/2021/TT-BKHDT guiding enterprise registration);
(2) A valid copy of the individual’s legal papers for the new legal representative;
(3) Resolutions and decisions of the company owner;
(5) A written authorization for another individual or organization to carry out the procedure (if any).
– Chairman of the Members’ Council or the company’s president, for a single-member limited liability company;
– In case the Chairman of the Members’ Council is absent or unable to perform his/her rights and obligations, the person who signs the notice of change of the legal representative is the person authorized by the Chairman of the Members’ Council.
– In case there is no authorized member or the Chairman of the Members’ Council, dies, is missing, is detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment.
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