Procedures for changing the legal representative of Vietnam

In some special cases such as the death or disappearance of the legal representative of the company, etc., what is the procedure for changing the legal representative? Today, LSX Lawfirm will give you an article about “Procedures for changing the legal representative of Vietnam“, as follows:

Legal grounds

Enterprise Law 2020

Regulations before carrying out procedures to change the legal representative

Accordingly to the Enterprise Law 2020; for cases where the legal representative is missing, dies, is in the period of criminal responsibility, or has difficulty in perception; civil act capacity… or for any reason to be absent for more than 30 days without authorizing another person, the company owner, the members’ council; The Board of Directors will elect another individual to act as the legal representative.

For the type of limited liability company with 2 members; when 1 member is absent for more than 30 days (or in the cases mentioned above), the remaining member will default as the legal representative until a new decision is made by the Members’ Council.

For partnerships; When a general partner dies, the inherited property is the remaining value after all debts and other property obligations have been paid. The Members’ Council of a partnership will decide whether the heir will become a general partner or not.

Procedures for registration of change of legal representative

Depending on the type of enterprise, the dossier changes the legal representative of a joint-stock company; changes the legal representative of a one-member limited liability company, or changes the legal representative of a two-member limited liability company… will be different.

The basic set of documents includes:

• Notice of change of legal representative;
• Decision of the owner/general meeting of shareholders/board of management on the change of legal representative;
• Minutes of meeting of the general meeting of shareholders/board of management on the change of legal representative then;
• Power of attorney for the applicant;
• Death certificate (if the legal representative dies);
• Notarized copy of ID card/CCCD/passport of the new legal representative.

Note: Decisions and meeting minutes must clearly state the amended contents compared with the company’s charter.

So after preparing all documents, You submit them directly to the Department of Planning and Investment and wait for the results from 3-5 working days from the date of receiving the application.

Note after making the application to change the legal representative

Handling contributed capital

If the member; If a shareholder of the company suddenly dies, the person who inherits that capital contribution (in accordance with the will or by law) will become a member of the company.

In case a member’s capital contribution dies without an heir; If the heir does not accept it or the heir is disqualified, the contributed capital will be handled based on the Civil Law.

Related legal proceedings

Change the signature information of the new legal representative at the corporate bank where the account is registered.

Within 30 days from the date of completion of the procedure for changing the legal representative; you must publish information on the National Portal on Business Registration then.

Particularly in case, the company owner dies; within 10 days; From the date of completion of inheritance procedures, the company must make a dossier of change of business registration contents.

So to avoid the case of having to carry out procedures to change business registration information, You need to be aware of the expiry date of the new legal representative’s ID card (usually 10-15 years).

Change of dead legal representative for one-member limited liability companies

Records include:

• Death Certificate;
• Notice of change of legal representative;
• Copy of business registration certificate;
• Owner’s decision on the change;
• Notarized copy of ID card/CCCD/passport of the new legal representative;
• Power of attorney (if needed).

What to do after changing the legal representative?

The things you need to do after completing the registration procedure to change the company’s legal representative include:

• Firstly, Change the signature to the signature of the new legal representative;
• Secondly, Note the time of use on the ID card/CCCD of the new legal representative;
• Thirdly, Publication on the National Portal within 30 days;
• Finally, Change the contents of business registration within 10 days after completing the inheritance in case the representative dies.

Consulting service of LSX Lawfirm

Above is the advice on “The procedure for changing the legal representative in Vietnam” If you have a need to compile a business registration document; or want to use our business registration service; Please contact the hotline for the reception. Lawyer X is a place that provides reputable and fast business services at reasonable prices. Customers will be extremely satisfied when using our services.

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