During the course of operation, businesses may need to change their legal representative for various reasons. This article by HSLawyer 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 HSLawyer 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.
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