Legal representatives shall sign documents and records during the business operation. Therefore, it is necessary to quickly carry out the procedure for changing the legal representative information to avoid punishment and delay.
I. Legal basis
- Decree No. 01/2021/ND-CP on enterprise registration.
- The 2020 Enterprise Law.
- Circular No. 47/2019/TT-BTC prescribing the rates of charges for provision of enterprise information and fees for enterprise registration and charge and fee collection, remittance, management and use.
II. Legal regulations on legal representatives
Pursuant to Article 12 of the 2020 Enterprise Law, legal representative of an enterprise means an individual who represents an enterprise to exercise the rights and perform the obligations arising from its transactions. They also represents the enterprise in the capacity as requester for settlement of civil cases, plaintiff, respondent or person with related interests or obligations before arbitration or court, and has other rights and obligations as prescribed by law.
A joint stock company may have one or more than one legal representative. The company charter must specify the number and managerial titles, and rights and obligations of legal representatives, of the company.
III. Dossier for change legal representatives of joint stock company in Vietnam
Pursuant to Article 50 of Decree No. 01/2021/ND-CP on enterprise registration, in case a company changes its at-law representative, it shall send a dossier of registration of changes in enterprise registration contents to the business registration division of the locality where its head office is based.
The dossier must comprise:
- A notice of change of the at-law representative;
- A copy of the legal paper of the new at-law representative;
- The dossier also includes one of the following document
- The resolution or decision of the company owner, for a single-member limited liability company;
- The resolution or decision and a copy of the minutes of the meeting of the Members’ Council, for a limited liability company with two or more members;
- A resolution and a copy of the minutes of the meeting the Shareholders’ General Meeting, for a joint stock company, in case the change of the at-law representative leads to changes in the company charter;
- Or the resolution or decision and a copy of the minutes of the meeting the Board of Directors, for a joint stock company in case the change of the at-law representative does not lead to changes in the company charter, except the contents on the full name and signature of the company’s at-law representative as specified in Article 24 of the Law on Enterprises, on the change of the at-law representative.
Note: According to Clause 2, Article 50 of Decree No. 01/2021/ND-CP on Enterprise Business, the notice of change of the company’s at-law representative shall be signed by one of the following persons:
- In case the chairperson of the Board of Directors is also the at-law representative, the notice shall be signed by the new chairperson elected by the Board of Directors;
- In case the chairperson of the Members’ Council or chairperson of the Board of Directors is absent or unable to exercise his/her rights and perform his/her obligations, the notice of change of the company’s at-law representative shall be signed by a person authorized by the chairperson of the Members’ Council or chairperson of the Board of Directors.
IV. Procedures for changing legal representatives of joint stock company
- Submit the dossier for change of the contents of enterprise registration to the Business Registration Office where the enterprise has its headquarter.
- Submit the dossier online.
- Next time to receive the dossier: 03 days from the date of receipt. If the dossier is valid, the Business Registration Office will accept the notification. In case the enterprise builds the dossier online, the Business Registration Office requires the provision of paper documents for comparison.
- In case the dossier is missing, the Business Registration Office requires the company to amend, supplement and keep it for processing.
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-Nguyen Huong Huyen-