Instruction to replace the legal representative online in Vietnam
The legal representative of the enterprise can be one or more people and is allowed to change. The procedure to change the legal representative belongs to the procedures to change the business registration. Besides, some businesses wonder if they can change their legal representative online or not. So, in this article LSX legal firm gives you: “Instruction to replace the legal representative online in Vietnam”
Legal grounds
- Law on Enterprise 2020
- Decree 01/2021/ND-CP
Legal representative of enterprise
According to Clause 1, Article 12 of the Law on Enterprise 2020, the enterprise’s legal representative means the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.
Pursuant to Clause 1, Article 13 of the Law on Enterprises 2020, the legal representative of an enterprise has the following responsibilities:
a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;
b) Loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities, and assets for personal gain or serve any other organization’s or individual’s interests;
c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.
On the other hand, enterprises have the right to replace, add or remove a legal representative. After that, the enterprise must carry out procedures for notifying the change of representative.
Dossiers to replace the legal representative
According to Article 50 of Decree 01/2021/ND-CP, dossiers of change of legal representative include:
- A notification of replacement of the legal representative;
- Copies of legal documents of the new legal representative;
- The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of the meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative;
- On the other hand, 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;
- 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.
Instruction to replace the legal representative online
Step 1: Submit the dossiers
Register online at the National Portal on business registration with a public digital signature, or use a business registration account (For Hanoi City as well as Ho Chi Minh City, enterprises must register online).
Step 2: Receive and process documents
Step 3: Get the result
* Time limit for settlement: 03 (three) working days from the date of receipt of complete dossiers.
* Handling fee: 50,000 VND/time (according to the fee schedule; enterprise fees promulgated together with Circular 47/2019/TT-BTC).
Some notes on replacing the legal representative
Conditions to be a legal representative of enterprises
- From 18 years of age or older;
- Have full civil act capacity;
- No tax code hanging on tax and business management data;
- The representative may not necessarily a capital contributor to the Company.
- Enterprises must ensure that they must have at least one legal representative residing in Vietnam.
Title of legal representative of the company
The company can choose the titles for the legal representative as follows:
- Firstly, the director of the company;
- Secondly, the general director of the company;
- Thirdly, chairman of the Board of Directors – for joint-stock companies;
- Fourthly, chairman of the Board of Directors and General Director/Director – For joint-stock companies;
- Fifthly, chairman of the Board of Members and General Director/Director – for limited liability companies with two or more members;
- Also, chairman of the Board of Members – for a limited liability company with two or more members;
- Besides, company President – for a single-member limited liability company.
- Lastly, other titles as prescribed in the company’s charter or the law.
Number of legal representative of an enterprise
- According to the provisions of the Law on Enterprise 2020; Joint-stock companies and limited liability companies 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 enterprise.
Notes on replacing the legal representative
- When the enterprise carries out procedures to change the legal representative; if there is no phone number on the business registration; or have not updated business information on the National Portal on business registration; or the industry has not been classified according to the national economic sector code system that the enterprise needs to implement; then, the enterprise has to supplement to carry out the procedure for replacing the legal representative.
- The person signing the notice of replacement of legal representative is one of the following individuals:
- Chairman of the Board of Directors or Chairman of the Board of Members; or the President of the company for the corresponding type of company;
- In case the Chairman of the Board of Members/ Chairman of the Board of Directors is the legal representative, the person signing the notice shall be the Chairman of the Members’ Council/ newly elected Chairman of the Board of Directors;
Notes after replacing the legal representative
After changing the legal representative, the company needs to carry out the following procedures:
- When replacing the legal representative, the enterprise should pay attention to the registration of change of account holder information at the bank;
- In case the former legal representative is the head of a branch, representative office, or business location, if there is a need to change, the company needs to carry out procedures;
- Notify customers, partners, insurance agencies as well as other relevant agencies of the replacement of the legal representative;
- For companies with business licenses such as travel business licenses, transport service business licenses, food hygiene, and safety license,… Then, the companies have to carry out procedures to change the information on these licenses.
- Note that when changing the legal representative associated with the transfer of capital to the new legal representative, companies have to pay attention to the procedures for declaring the personal income tax of the transferor, and paying income tax (if taxable income arises).
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.
– Authorized representatives of the owner/members/partners/shareholders shall exercise and perform their rights and obligations in accordance with Law on Enterprises. All limits imposed by the owner/members/partners/shareholders to the authorized representatives’ performance at the Board of Members/Partners or General Meeting of Shareholders shall not apply to any third party.
– Authorized representatives have the responsibility to attend all meetings of the Board of Members/Partners or General Meeting of Shareholders; exercise and perform the authorized rights and obligations in an honest and prudent manner to protect lawful interest of the owner/members/partners/shareholders that designated them.
– Authorized representatives shall be responsible to the owner, members/partners/shareholders for fulfillment of the responsibilities specified in this Article. The owner, members/partners/shareholders that designate these authorized representatives shall be responsible to third parties for performance of these authorized representative.
Limited liability companies and joint stock companies may have one or more legal representatives. The company’s charter specifies the number and management titles and rights and obligations of the legal representative of the enterprise.
Contact LSX
Finally, hope this article is useful for you to answer the question about “instruction to replace the legal representative online in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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