The procedure for change company representative is the most complicated case of amending the contents of a company registration. If you do not fully understand the provisions of current law, you will have to spend a lot of time, effort and money to learn and complete the procedure. If you want to change the company representative, you can refer to the following article of Viet My.

1. Who is the legal representative of a company?

The company representative is the head of the company and is authorized by the company to conduct transactions on behalf of the company with partners, customers or with public authorities to bring profits to the company. Each type of legal representative will have different regulations on ownership.

The legal representative can perform the position of Director/General Director/Chairman of the company and other management functions specified in the company’s charter.

2. What are the responsibilities of the representative?

• The company’s representative is the Chairman of the Board of Directors/Chairman of the Board of Members/Director/Executive Director and other management functions will be specifically stipulated in the Company Charter. According to regulations, the legal representative must be a permanent resident in Vietnam. In case of absence from Vietnam for more than 30 days, there must be a power of attorney for another person according to the provisions of the Enterprise Law 2020 to ensure full implementation of the rights and obligations of the legal representative. Currently, a joint stock company or a public limited company can have multiple legal representatives.
• The legal representative must be dedicated, diligent and perform the assigned rights and duties to the best of his/her ability to protect the legitimate interests of the company.
• Be loyal to the interests of the company, do not take advantage of our information, know-how or business opportunities, abuse our position or position or use our assets to serve your personal interests or the interests of other organizations or individuals.
• Please notify us promptly, fully and accurately that this representative and their affiliates own or control a majority interest or contribute capital to another company.
• The legal representative of the company is personally liable for damages suffered by the company due to breach of obligations.

3. Procedures for change company representatives in 2024

A company may have one or more legal representatives and may change. The procedure for changing company representatives is one of the procedures for changing business registration.

3.1 Procedures for changing the legal representative of a limited liability company or joint stock company

Documents for changing the legal representative of a limited liability company or joint stock company:

According to Article 50 of Decree 01/2021/ND-CP, the documents for changing the legal representative of a limited liability company, limited liability company or joint stock company include:

Notice of change of legal representative

Copies of legal documents of the new legal representative.

Depending on the type of company, you will need the following documents:

• Resolution and decision of the owner of a single-member LLC
• For LLCs with 2 or more members, the resolution, decision and copy of the minutes of the meeting of the Board of Members on the change of legal representative
• In case the content of the company’s charter changes due to a change of legal representative, a copy of the resolution and minutes of the shareholders’ meeting on the change of legal representative is required.

The company’s resolution, decision and copy of the minutes of the meeting of the board of directors. However, this is only limited to cases where the content of the company’s charter is not changed due to a change of legal representative. However, the content of the name and signature of the legal representative of the company is excluded under Article 24 of the Enterprise Law 2020.

Procedures for changing the legal representative of a limited liability company/joint stock company

After receiving the business registration dossier, the business registration authority issues a receipt, assesses the validity of the dossier and issues a business registration certificate to the enterprise.

3.2 Procedures for changing the legal representative of a partnership in 2024

Applying the provisions of Clause 1, Article 184 of the Enterprise Law 2020, a general partner is the legal representative of the company. Thus, changing the legal representative means changing the general partner of the company.

Documents for changing the representative of a partnership

• Notification of change in business registration information signed by the legal representative of the enterprise;
• The list of members of a partnership is specified in Article 25 of the Enterprise Law 2020, which does not include the declaration of capital contributing members;
• Copies of personal legal documents for new general partners.

Procedure for changing the representative of a partnership

After receiving the business registration dossier, the business registration authority issues a receipt, assesses the validity of the dossier and issues a Business Registration Certificate to the enterprise.

3.3 Changing the representative of a private enterprise in 2024

Applying the provisions of Clause 3, Article 190 of the Enterprise Law 2020, the owner of a private enterprise is the legal representative of the private enterprise. Therefore, changing the legal representative means changing the owner of the private enterprise.

Documents for changing the representative of a private enterprise

• In case of sale or donation of a private enterprise, the notice of change in the content of the business registration book must have the signatures of the seller, donor, buyer, and recipient being the private enterprise. Signature of the heir if the owner of the private enterprise dies.
• Copies of personal legal documents of the buyer, beneficiary, and heir of the private enterprise.
• In case of sale of a private enterprise, there must be a sales contract or a document confirming the completion of the sale.
• Contribution agreement for contributions to private enterprises. In case of inheritance, submit a copy of the document confirming the legal inheritance of the heir.

Procedure for changing the representative of a private enterprise

After receiving the business registration dossier, the business registration authority issues a receipt, assesses the validity of the dossier and issues a Business Registration Certificate to the enterprise.

4. Some notes on changing legal representatives in 2024

Notes on Conditions for becoming a company representative

• From 18 years old.
• Have full civil act capacity;
• Tax code is not attached to tax data and business management.
• The representative does not necessarily have to be an investor of the company.
• Companies must ensure that there is always at least one legal representative residing in Vietnam.

Notes when appointing a legal representative of a company

The Director/General Director of a company can be the Director/General Director of another company (except for state-owned companies and public companies).

The company can choose the title of legal representative of the company as follows:

• Company Director;
• Company General Director;
• Chairman of the Board of Directors – for joint stock companies;
• Chairman of the Board of Directors cum General Director/Director – For joint stock companies;
• Chairman of the Board of Members and General Director/Director – for LLCs with two or more members;
• Chairman of the Board of Members – for LLCs with two or more members;
• Chairman of the company – for LLCs with one member.
• Or other positions as prescribed in the Company Charter or legal regulations.

Notes on the number of representatives of a company

• According to the provisions of the Enterprise Law 2020, a joint stock company and a limited liability company may have one or more legal representatives.
• The company’s charter determines the number, seniority, rights and obligations of the company’s legal representatives.

Notes when changing the company’s legal representative

• In case the enterprise carries out procedures to change the legal representative, there is no phone number information in the business registration agency or the enterprise information on the National Business Registration Information Portal is not updated or there is no industry code according to the legal representative system. According to the national business industry code, the enterprise must carry out and supplement the procedure to change the legal representative.
• The person signing the notice of change of legal representative is: Chairman of the board of directors of each type, Chairman of the board of directors of the partner or Chairman of the company.
• In case the Chairman/Chairman of the Board of Members is the legal representative, the person signing the notice is the newly elected Chairman/Chairman of the Board of Members.

5. Some notes after change company representative

In case of change company representative, the company must carry out the following procedures:

• If you change the legal representative, you must register the change of account holder with your bank.
• In case the representative is the head of a branch, representative office, or company location and needs to be changed, the company must carry out the change procedure.
• Notify customers, partners, insurance agents, and relevant agencies about the change of legal representative.
• For businesses that already have operating licenses such as travel business licenses, transportation service business licenses, food safety licenses, fire prevention and fighting licenses, etc., PO must be replaced. Change the appearance of these licenses.
• In case of changing the legal representative related to the transfer of capital to the new legal representative, it is necessary to comply with the procedures for tax declaration, personal income of the transferor and payment of income tax (if any)

If companies need to learn more about the information about the documents, procedures or services for changing the legal representative of the company of VIET MY LAW AND ACCOUNTING, please call our hotline immediately for support.