The procedure for registration of changes to the Enterprise Registration Certificate in the case of a change of the legal representative of an enterprise shall be carried out in accordance with Article 43 of Decree No. 168/2025/ND-CP.
1. Individuals authorized to sign the application for registration of change of the legal representative
Pursuant to Clauses 2 and 4 Article 43 of Decree No. 168/2025/ND-CP, the person signing the application for registration of change of the legal representative shall be one of the following individuals:
- The Chairperson of the Members’ Council or the President of the company in the case of a limited liability company.
Where the Chairperson of the Members’ Council or the President of the company is concurrently the legal representative, the person signing the application shall be the newly appointed or newly elected Chairperson of the Members’ Council or President of the company.
- The Chairperson of the Board of Directors in the case of a joint stock company.
Where the Chairperson of the Board of Directors is concurrently the legal representative, the person signing the application shall be the newly elected Chairperson of the Board of Directors. - Where the Chairperson of the Members’ Council or the Chairperson of the Board of Directors is absent or unable to perform his/her rights and obligations, the person signing the application for registration of change of the legal representative shall be the person authorized by the Chairperson of the Members’ Council or the Chairperson of the Board of Directors.
Where there is no authorized member, or where the Chairperson of the Members’ Council or the Chairperson of the Board of Directors is deceased, missing, under criminal prosecution, in temporary detention, serving an imprisonment sentence, subject to compulsory detoxification or compulsory education measures, absconding from place of residence, restricted or deprived of civil act capacity, having difficulties in cognition or behavioral control, or prohibited by a court from holding positions, practicing professions or performing certain jobs, the person signing the application shall be the person temporarily elected as Chairperson of the Members’ Council or Chairperson of the Board of Directors in accordance with Clause 4 Article 56, Clause 3 Article 80 and Clause 4 Article 156 of the Law on Enterprises 2020.
- Where the owner of a single-member limited liability company is an individual who is in temporary detention, serving an imprisonment sentence, subject to compulsory detoxification or compulsory education measures, restricted or deprived of civil act capacity, or having difficulties in cognition or behavioral control, the person authorized or the representative prescribed in Clauses 2 and 5 Article 78 of the Law on Enterprises 2020 shall sign the application for registration of change of the legal representative.
- Where the enterprise registers the change of legal representative concurrently with registration of changes or notification of changes to enterprise registration contents, updating or supplementation of enterprise registration information, or correction of enterprise registration information, except for the case of registration of change of owner of a single-member limited liability company, the person authorized to sign the application for registration of change of legal representative, the application, the notification of other changes in the enterprise registration dossier, and the authorization document for carrying out enterprise registration procedures shall be the individual specified in this Section and item (ii) of Section 2.2 of this Article.
2. Dossier for registration of change of the legal representative
(i) The dossier for registration of change of the legal representative includes the following documents:
- Application for registration of change of the legal representative;
- A copy or the original of the resolution or decision on the change of the legal representative:
- of the company owner, in the case of a single-member limited liability company;
- of the Members’ Council, in the case of a limited liability company with two or more members;
- of the General Meeting of Shareholders, in the case where the change of legal representative results in amendments to the company charter; or
- of the Board of Directors, in the case where the change of legal representative does not result in amendments to the company charter, except for personal information and signature of the legal representative as prescribed in Article 24 of the Law on Enterprises 2020.
(Pursuant to Clause 1 Article 43 of Decree No. 168/2025/ND-CP)
(ii) Where, in a limited liability company with two members, a member being an individual and concurrently the legal representative of the company is deceased, missing, under criminal prosecution, in temporary detention, serving an imprisonment sentence, subject to compulsory detoxification or compulsory education measures, absconding from place of residence, restricted or deprived of civil act capacity, having difficulties in cognition or behavioral control, or prohibited by a court from holding positions, practicing professions or performing certain jobs, the dossier for registration of change of the legal representative shall include the documents specified in sub-item (i) of this Section.
Note:
The copy or original of the resolution or decision of the Members’ Council specified in sub-item (i) of this Section shall be replaced by a copy of a document certifying that the legal representative of the company is deceased, missing, under criminal prosecution, in temporary detention, serving an imprisonment sentence, subject to compulsory detoxification or compulsory education measures, absconding from place of residence, restricted or deprived of civil act capacity, having difficulties in cognition or behavioral control, or prohibited by a court from holding positions, practicing professions or performing certain jobs.
At the same time, the person authorized to sign the application for registration of change of the legal representative shall be the remaining member of the company.
(Pursuant to Clause 3 Article 43 of Decree No. 168/2025/ND-CP)
In case of authorization to carry out the procedure, the following authorization documents are additionally required:
- Authorization to an individual:
A power of attorney authorizing an individual to carry out procedures related to enterprise registration. This document is not required to be notarized or certified.
- Authorization to an organization:
(i) A copy of the authorization contract authorizing the organization to carry out procedures related to enterprise registration;
(ii) A letter of introduction or assignment document issued by such organization designating the individual directly carrying out the procedures related to enterprise registration.
- Authorization to a public postal service provider (postal staff):
A copy of the dossier submission slip in the prescribed form issued by the public postal service provider, bearing the confirmation signatures of the postal staff and the person authorized to sign the enterprise registration application.
- Authorization to a non-public postal service provider:
(i) A copy of the authorization contract authorizing the organization to carry out procedures related to enterprise registration;
(ii) A letter of introduction or assignment document issued by such organization designating the individual directly carrying out the procedures related to enterprise registration.
Note:
The authorizing party and the authorized party must complete electronic authentication to be granted enterprise registration. If electronic authentication is interrupted, the authorizing party shall complete electronic authentication after the enterprise registration is granted.
Where an electronic identification account is not available for electronic authentication, the enterprise registration dossier must be accompanied by a copy of the valid Identity Card/Citizen Identity Card/passport/foreign passport or other valid passport substitute documents of the authorizing party.
(Pursuant to Procedure 2, Decision No. 4166/QD-BTC of 2025)
3. Place of submission and time limit for processing the dossier for registration of change of the legal representative
In case of direct submission or submission via postal service
Step 1:
The enterprise submits the dossier for registration of change of the legal representative to the provincial-level Business Registration Authority where the enterprise’s head office is located, specifically:
- The Business Registration Authority under the Department of Finance of the province or centrally run city shall grant enterprise registration for enterprises, branches, representative offices and business locations having addresses within the province or centrally run city under its management, except for high-tech parks. The Business Registration Authority may establish receiving and result-returning points at different locations within the province.
- The Management Board of the High-Tech Park shall grant enterprise registration for enterprises, branches, representative offices and business locations located within the high-tech park.
The Business Registration Authority under the Department of Finance of the province or centrally run city and the Management Board of the High-Tech Park are collectively referred to as the provincial-level Business Registration Authority.
Step 2:
The provincial-level Business Registration Authority issues a receipt and an appointment slip for result return to the dossier submitter. Within 03 working days from the date of receipt of the dossier for registration of change of the legal representative, the provincial-level Business Registration Authority shall examine the dossier:
- If the dossier is valid, the provincial-level Business Registration Authority shall issue the Enterprise Registration Certificate;
- If the dossier is invalid, it shall notify in writing the contents requiring amendment or supplementation.
In case of registration via electronic information network
Step 1:
The dossier submitter logs into the National Enterprise Registration Portal to declare information, upload electronic documents, apply digital signatures or authenticated signatures, and pay registration fees in accordance with the procedures on the Portal.
Step 2:
The authorizing party and the authorized party must complete electronic authentication to be granted enterprise registration; if authentication is interrupted, the authorizing party shall complete authentication after the enterprise registration is granted.
Step 3:
After dossier submission, the dossier submitter receives an electronic receipt and an electronic appointment slip for result return via his/her personal account.
Step 4:
Within 03 working days, if the dossier is valid, the provincial-level Business Registration Authority shall grant enterprise registration and issue a notification. If the dossier does not satisfy the conditions, the authority shall send a notification requesting amendment or supplementation of the dossier via the network. The dossier submitter logs into the National Enterprise Registration Information System to receive feedback and processing results.
(Pursuant to Clauses 1 and 5 Article 43 of Decree No. 168/2025/ND-CP and Procedure 2, Decision No. 4166/QD-BTC of 2025)
Note:
The enterprise must publicly disclose on the National Enterprise Registration Portal the change of information relating to shareholders who are foreign investors.
(Pursuant to Article 32 of the Law on Enterprises 2020)
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