The enterprise’s legal representative may be one or more people and may be changed, replacing the legal representative is one of the procedures for changing the business registration. On the other hand, some businesses wonder when can they change their legal representative because they do not have a clear understanding of the procedures prescribed by the law. So, in this article, LSX legal firm would like to answer the question: “Time to change the legal representative in Vietnam?”
Legal grounds
- Law on Enterprise 2020
- Decree 01/2021/ND-CP
Dossier for change of legal representative
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 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 the replacement of legal representative;
- Fourthly, 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;
- Lastly, 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.
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.
Procedures for changing the legal representative of a partnership
According to Clause 1, Article 184 of the Law on Enterprise 2020; general partners are the legal representatives of the partnership. Therefore, changing the legal representative means changing the general partner of the partnership.
Dossiers for change of general partners
- Notice of change of business registration information signed by the legal representative of the enterprise.
- The list of members of a partnership is specified in Article 25 of the Law on Enterprise 2020; which does not include the declaration of capital contributors.
- Copy of individual legal papers for new general partners.
In case of termination of general partner status and receiving new general partners according to Articles 185 and 186 of the Law on Enterprise 2020; The partnership company shall send an application for registration of changes in business registration contents to the Business Registration Office where the company’s head office located.
After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt; then check the validity of dossiers and issue business registration certificates to enterprises.
Change of legal representative of a sole proprietorship
According to Clause 3, Article 190 of the Law on Enterprise 2020; The owner of a sole proprietorship is the legal representative of the sole proprietorship. Therefore, changing the legal representative means changing the owner of a sole proprietorship.
Dossiers of change of sole proprietorship
- Notice of change of business registration contents signed by the seller; giver and buyer; the recipient to a sole proprietorship in case of sale or donated of a sole proprietorship; signature of the heir in case the owner of the sole proprietorship dies;
- Copy of legal papers of the individual for the buyer; the person who gifted a sole proprietorship, the heir;
- Sales contract or documents proving the completion of the sale in case of sale of a sole proprietorship; donation contract in case of donation a sole proprietorship; copy of the document certifying the legal inheritance of the heir in the case of inheritance.
In case the owner of a sole proprietorship sells or donates the enterprise; or when the owner of a sole proprietorship dies, then the buyer or the giftee, the heir must submit the application for registration of change of the owner of a sole proprietorship to the Business Registration Office where the enterprise headquartered.
After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt; then check the validity of dossiers and issue business registration certificates to enterprises.
Time to change the legal representative
The time to determine the legal representative of the company when having a replacement means very important in complying with the law and ensuring legal safety for transactions related to the business.
However, each time the legal representative is changed, there is a legal gap in the identification of the legal representative when the old representative has been removed and the new representative has not been recorded on the Certificate of Business Registration.
Some views on the time of legal effect in changing the legal representative:
- 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.
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
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.
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.
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.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Time to change the legal representative in Vietnam?”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
Conclusion: So the above is Time to change the legal representative in Vietnam?. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
