The order and procedures for changing the legal representative of an enterprise is a matter of concern and investigation by many businesses. Therefore, in the content of this article, the Enterprise Law Department of Lawyer X will introduce to readers the latest provisions of the law on this issue.
Legal grounds:
Enterprise Law 2020
Decree 01/2021/ND-CP
Who is the legal representative of the business?
Pursuant to Clause 1, Article 12 of the Enterprise Law 2020 stipulates as follows:
Article 12. Legal representative of enterprises 1. The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the transaction of the enterprise, and represents the enterprise as a requester for settlement of civil matters, parties, plaintiffs, defendants, persons with related interests and obligations before the Arbitrator, Court and other rights and obligations as prescribed by law.
Thus, the legal representative is an individual representing the enterprise to exercise the rights and obligations arising from the transaction of the enterprise. Enterprises must ensure that there is always at least one legal representative residing in Vietnam. When there is only one representative residing in Vietnam, this person, when leaving Vietnam, must authorize in writing another individual residing in Vietnam to perform the rights and perform the obligations of the legal representative. In this case, the legal representative is still responsible for the performance of the authorized rights and obligations.
Accordingly, the Enterprise may have one or more legal representatives. In case there is more than one legal representative; the company’s charter shall specify the rights and obligations of each legal representative. If the charter has not clearly divided the rights and obligations of each person; each legal representative of the company is an authorized representative of the enterprise before a third party. All legal representatives must be jointly responsible for damage caused to the enterprise in accordance with civil law and other relevant laws.
Procedures for changing and changing the legal representative of the enterprise
Dossier of change of legal representative
Due to the different operating characteristics and organizational structure of each type of enterprise, the profile for changing the representative of each type of enterprise also has certain differences. As follows:
Dossier for registration of change of representative of a single-member limited liability company
Pursuant to Clause 1, Article 55 of Decree No. 01/2021/ND-CP stipulating that a dossier includes the following papers:
- Notice of change of legal representative;
- A copy of the individual’s legal papers for the new representative;
- Resolutions and decisions of the company owner, for one-member limited liability companies.
Dossier for registration of change of representative of a limited liability company with two or more members
Pursuant to Article 55 of Decree 01/2021/ND-CP stipulating that the dossier includes the following papers:
- Notice of change of legal representative;
- A copy of the individual’s legal papers for the new representative;
- Resolution, decision and copy of minutes of the Members’ Council meeting, for limited liability companies with two or more members, on the change of representatives.
Dossier for registration of change of representative of a joint stock company
Pursuant to Article 55 of Decree 01/2021/ND-CP stipulating that the dossier includes the following papers:
- Notice of change of legal representative;
- A copy of the individual’s legal papers for the new representative;
- Resolution and copy of the minutes of the General Meeting of Shareholders, for joint-stock companies, on the change of the representative in case the change of the representative changes the contents of the company’s charter; Or the resolution, decision and copy of the minutes of the meeting of the Board of Directors for a joint-stock company in case the change of the representative does not change the contents of the company’s charter.
Dossier for registration of change of representative of partnership company
Pursuant to Clause 1, Article 49 of Decree No. 01/2021/ND-CP stipulating that the dossier includes the following papers:
- Notice of change of business registration contents;
- List of members of a partnership, which does not include declarations of capital contributors;
- A copy of legal documents (valid citizen identification card or ID card or passport) of the general partner.
Dossier for registration of change of representative of a private enterprise
Clause 3, Article 190 of the Law on Enterprises 2020, stipulates that the owner of a private business is the legal representative. The change of the representative of a private enterprise occurs when: the owner of the private enterprise transfers or donates to another organization or individual; or the private business owner dies.
Thus, the dossier of change of the representative of a private enterprise includes:
- Notice of change of representative of private enterprise;
- A valid copy of one of the personal identification papers such as a valid citizen identification card or Vietnamese identity card or passport of the buyer, the person being gifted to a private enterprise, or the successor. private enterprise design.
- Purchase and sale contract, contract of donation to the enterprise or papers proving completion of the transfer, in case of sale or donation to a private enterprise; Or a valid copy of the document certifying the inheritance rights in case the owner of the private business dies.
Procedure for changing the legal representative
Step 1: Prepare documents
Depending on the type of business, the person competent or authorized to make changes in the registration of the legal representative will prepare a set of documents as mentioned above.
Specifically, the person competent to carry out the procedures for registration of change of a representative is: the Chairman of the Members’ Council or the company’s President for a single-member limited liability company; Chairman of the Members’ Council, for limited liability companies with two or more members; Chairman of the Board of Directors for joint-stock companies; In case the Chairman of the Members’ Council or the Chairman of the Board of Directors is absent or unable to perform his/her rights and obligations, the person authorized by the Chairman of the Members’ Council or the Chairman of the Board of Directors shall have the responsibility to: perform registration.
Step 2: Submit application and fee
Enterprises submit documents at the Business Registration Office where the enterprise’s head office is located.
After receiving the business registration documents, the Business Registration Office issues a receipt. Next, the Business Registration Department checks the validity of the application and processes the enterprise’s application.
If the application is valid, a new business registration certificate will be issued to the enterprise. Specifically, in order for the application to be valid, the enterprise must prepare all the documents mentioned above; and fully satisfy the following conditions: The enterprise has registered contact phone number information; Business lines registered under the Vietnam Economic Sector System; Having full information on business registration and tax registration on the National Enterprise Information System; Having a valid business registration dossier; Fully pay the business registration fee as prescribed by law.
Step 3: Get the result
Enterprises based on the appointment date on the Receipt to receive results. Enterprises can receive the settlement results directly at the Business Registration Office that submitted the application or registered to receive the results by post.
In case the dossier is invalid, the business registration office is responsible for notifying the amendment and supplementation of the dossier to change the legal representative.
The time to settle the change of the legal representative of the enterprise is 03 working days from the date of receiving the valid application.
Services of changing the legal representative of the business
Services to change the legal representative of enterprises include:
- Consultancy on procedures and procedures for changing the legal representative;
- Support in collecting and declaring necessary documents;
- Assist in drafting valid documents;
- Representing on behalf of the state administrative agencies to carry out procedures;
- Hand over after having valid results.
- Accurate, fast service.
Related article:
- Instruction to replace the legal representative online in Vietnam
- Legal representative of companies with foreign capital in Vietnam
Frequently asked question:
Currently, the law does not limit the maximum number of representatives of a joint-stock company. It is stated that a joint-stock company 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.
Conditions for being the legal representative of an enterprise are:
– From full 18 years of age or older;
– Having full civil act capacity;
– No tax code hanging on tax and business management data;
In addition, the representative is not necessarily the capital contributor. Enterprises must ensure that there is always at least one legal representative residing in Vietnam.
Services of Lawyer X
Prestigious professional services: Firstly, the team of consultants and consultants for many years in the field of civil status, and customer support.
On-time: Certainly, with the motto “Get your lawyer right at your fingertips”, we ensure the service always performs on time. The rights and interests of customers always come first.
Cost: Besides, Lawyer X’s service costs are highly competitive; depending on the nature of the particular case. So, we want our guests to have the best possible service experience. Therefore, costs which guaranteed to be the most suitable and economical for customers.
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