Procedures for changing the legal representative

Depending on operational needs, business situation or development strategy, the company may change its legal representative. In the following article, BI LAW will guide the procedure for changing the legal representative.

Who is a legal representative?

According to the provisions of the Law on Enterprises, the legal representative of an enterprise is an individual representing the enterprise to exercise rights and obligations arising from the enterprise’s transactions, representing the enterprise in the capacity of a requester to settle civil matters, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts and other rights and obligations as prescribed by law.

The number of legal representatives can be one or more depending on the type of business.

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.

Profile change of representative

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

Notice of change of legal representative according to Appendix II-2 Circular 01/2021/TT-BKHĐT
A valid copy of one of the personal identification papers of the additional or replacement person acting as the legal representative of the company.
Decision and valid copy of meeting minutes in the following specific cases:

+ The decision of the company owner for a single – member limited liability company.

+ The decision and valid copy of meeting minutes of the Members’ Council, for multiple – member limited liability company, on the change of the legal representative.

+ The 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 the event that the change of the legal representative changes the contents of the company’s charter.

+ The decision and valid copy of the meeting minutes of the Board of Directors for a joint-stock company in case the change of the legal representative does not change the contents of the company’s charter other than the content of the full name and surname. , signature of the legal representative of the company specified in Article 25 of the Law on Enterprises.

Note: If not the owner or legal representative of the enterprise directly comes to submit the application, the authorized person must submit a valid copy of one of the personal identification papers:

– For Vietnamese citizens: Citizen identification card or Vietnamese identity card or passport is still valid.

– For foreigners: Foreign passports or valid documents replacing foreign passports are still valid.

Procedure to change legal representative

Step 1: Submit your application

There are 2 ways to apply:

Option 1: Submit the application directly 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 Business Registration Portal with a public digital signature or use a business registration account (for Hanoi and Ho Chi Minh City must register online).

Step 2: Receive and process the application

Step 3: Get the result