LEGAL REPRESENTATIVE OF ENTERPRISE AND PROCEDURES FOR CHANGE

The legal representative of an enterprise specified in Article 12.1 of the Law on Enterprises 2020 is an individual representing the enterprise to exercise the rights and obligations arising from the enterprise's transactions, acting as a requester for settlement. settle civil matters, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts, and other rights and obligations as prescribed by law.

The legal representative of the enterprise is specified in the company's charter, especially for limited liability companies and joint-stock companies, there may be more than one legal representative. When an enterprise changes its legal representative, it must carry out registration procedures with a competent authority.

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.

1. Application for changing of the legal representative

Enterprises changing the legal representative shall submit 01 application for registration of changes in business registration contents to the Business Registration Office where the company's head office is located.

According to Article 50 of Decree 01/2021/ND-CP, the application for change of legal representative includes:

- Notice of change of legal representative;

- A copy of the individual's legal papers for the new legal representative;

- Resolutions, decisions, and valid copies of meeting minutes in the following specific cases:

• Resolutions and decisions of the company owner for a single-member limited liability company.

• The decision and valid copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members, on the change of the legal representative.

• The resolution, Decision, and valid copy of the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company on the change of the legal representative in case the change of the legal representative change the law. change the content of the company's charter.

• Resolutions, decisions, and valid copies of meeting minutes of the Board of Directors for joint-stock companies in case the change of legal representative does not change the contents of the company's charter other than those of the company. Full name and signature of the company's legal representative as prescribed in Article 24 of the Law on Enterprises 2020.

Note: The person signing the notice of change of legal representative is one of the following individuals:

- Chairman of the Members' Council or the company's president, for single-member limited liability companies;

- Chairman of the Members' Council, for limited liability companies with two or more members. In case the President of the Members' Council is the legal representative, the person who signs the notice is the President of the Members' Council who will be elected by the Members' Council;

- Chairman of the Board of Directors for joint-stock companies. In case the Chairman of the Board of Directors is the legal representative, the person who signs the notice is the new Chairman of the Board of Directors elected by the Board of Directors;

- 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 who signs the notice of change of legal representative is the person appointed by the Chairman of the Board of Directors. authorized member, Chairman of the Board of Directors.

2. Order and procedures for changing the legal representative

- Apply. There are 02 ways to apply:

• Option 1: Submit an application directly at the one-stop department at the Business Registration Office of the Department of Planning and Investment where the enterprise's head office is located.

• Option 2: Register online at the National Portal on business registration with a public digital signature or use a business registration account (for Hanoi and Ho Chi Minh City, applications must be registered online).

- Receive and process applications.

- Get results.

Note: The time limit for settlement: 03 (three) working days from the date of receipt of complete applications.

ADK Vietnam Lawyers