During the course of operation, businesses may need to change their legal representative for various reasons. This article by ADVN LAW provides a detailed overview of the conditions, required documents, and procedures for notifying the change of a legal representative.
During the course of operation, businesses may need to change their legal representative for various reasons. This article by ADVN LAW provides a detailed overview of the conditions, required documents, and procedures for notifying the change of a legal representative.
To effectuate the change of a legal representative, the following documents must be prepared:
- Notification of change of legal representative.
- A copy of the new representative’s identity card, passport, or identification card.
- A letter of introduction or authorization for the individual to perform the procedures at the relevant state agency.
Additional documents required based on the type of business:
- Single-Member Limited Liability Company:
- Resolution or decision of the company owner.
- Limited Liability Company with Two or More Members:
- Resolutions, decisions, and copies of the minutes from the Board of Members’ meeting.
- Joint Stock Company:
- Resolution and a copy of the minutes from the General Meeting of Shareholders if the representative is changing, along with the change of title.
- Or, resolutions, decisions, and copies of the minutes from the Board of Directors’ meeting if the title remains unchanged.
The process involves three steps:
Step 1: Submit the Application
- Prepare the complete dossier and submit it via the National Business Registration Portal at [dangkykinhdoanh.gov.vn](https://dangkykinhdoanh.gov.vn).
- Applications can be submitted online using:
- A business registration account.
- A digital signature.
Step 2: Receive Validity Confirmation
- The Business Registration Office will review the dossier and issue a receipt.
- Within 3 working days:
- If the dossier is valid, an updated Enterprise Registration Certificate will be issued.
- If the dossier is invalid, the office will notify the applicant of required amendments or supplements. The applicant must address these within 60 days; otherwise, the application will be canceled.
Step 3: Obtain Results
- Results can be received:
- Directly at the Business Registration Office.
- By postal delivery.
- State fee: VND 100,000 per dossier.
3.1 Before the Change
- Ensure that the registration dossier is complete, including contact information and industry codes.
- The notification can be signed by:
- The Chairman of the Board of Directors, Board of Members, or the company’s respective Chairman.
- If the Chairperson of the Council is the representative, the signatory must be the Chairperson of the Council.
3.2 After the Change
- Update information with the bank.
- Notify customers, partners, and relevant agencies.
- Update information on specific business licenses as necessary.
- If there is a capital transfer, ensure compliance with personal income tax declaration and payment requirements.
1. Conditions for Representatives:
- Must be at least 18 years old and have full civil act capacity.
- Must not have a suspended tax identification number.
- Not required to be a capital contributor.
- At least one representative must reside in Vietnam.
2. Titles:
- May include Director, General Director, Chairman of the Board of Directors/Board of Members, or other titles as specified in the company’s charter.
3. Number of Representatives:
- Both joint stock companies and limited liability companies may have one or more representatives, as specified in the company’s charter.
ADVN LAW offers comprehensive services for changing legal representatives, including:
- Free legal consultation.
- Consulting on optimal strategies regarding efficiency and cost.
- Drafting, submitting dossiers, and liaising with state agencies.
- On-site delivery of results.
- Free legal consultation following the service.
1. Can a company have more than one legal representative?
- Yes, typically, a limited liability company and a joint stock company may have multiple representatives. Details are specified in the company’s charter.
2. Is it necessary to notify the tax authority of a change in the representative?
- Yes, notification must be made in writing within 10 days.
3. Is a representative required to be a capital contributor?
- No, a representative can be appointed under an employment contract.
4. What does the dossier for changing a representative include?
- The dossier includes a notice of change, a copy of the new representative’s ID, and a letter of recommendation or power of attorney. Additional documents may be required depending on the type of business.
If you need more information or support, please contact ADVN LAW for detailed advice.
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
