Template Notice of Change of Legal Representative of Limited Liability Company, Joint Stock Company (Latest Version)
What is the Role of the Legal Representative of an Enterprise?
Based on Clause 1, Article 12 of the Law on Enterprises 2020, the regulation is as follows:
"Article 12. Legal Representative of the Enterprise
1. The legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and obligations arising from the enterprise’s transactions, represents the enterprise as a petitioner in civil matters, as a plaintiff, defendant, or a person with relevant rights and obligations before the Arbitration, Courts, and other rights and obligations as prescribed by law."
Thus, the legal representative of an enterprise is an individual who will represent the enterprise in exercising the rights and obligations arising from the enterprise's transactions, as per the above regulation.
Sample notification of change of legal representative for limited liability companies, joint-stock companies
Can a Limited Liability Company or Joint-Stock Company Have Only One Legal Representative?
Based on Clause 2, Article 12 of the Law on Enterprises 2020, the regulation is as follows:
"Article 12. Legal Representative of the Enterprise
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2. Limited liability companies and joint-stock companies may have one or more legal representatives. The company's charter specifies the number, managerial titles, and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company's charter must specify the rights and obligations of each legal representative. If the distribution of rights and obligations of each legal representative is not specified clearly in the company's charter, each legal representative of the company is fully authorized to represent the enterprise before a third party; all legal representatives must be jointly responsible for any damage caused to the enterprise in accordance with civil and other relevant laws."
Limited liability companies and joint-stock companies may have one or several legal representatives, with the specific number of legal representatives defined in the company’s charter.
What Documents Are Required for Changing the Legal Representative of a Joint-Stock Company or Limited Liability Company?
Based on Article 50 of Decree 01/2021/ND-CP, the regulation is as follows:
"Article 50. Registration for Change of Legal Representative of Limited Liability Companies and Joint-Stock Companies
1. In case of change of the legal representative, the company shall send the registration dossier for change of enterprise registration content to the Business Registration Office where the company’s head office is located. The dossier includes the following documents:
a) Notice of change of the legal representative;
b) A copy of the legal documents of the new legal representative;
c) Resolution or decision of the company owner for single-member limited liability companies; resolution or decision and a copy of the minutes of the meeting of the Members' Council for multi-member limited liability companies regarding the change of legal representative; the resolution and a copy of the minutes of the General Meeting of Shareholders for joint-stock companies regarding the change of legal representative if the change of legal representative alters the content of the company's charter; or a resolution and a copy of the minutes of the Board of Directors meeting for joint-stock companies if the change of the legal representative does not alter the content of the charter other than the name, signature of the legal representative as stipulated in Article 24 of the Law on Enterprises.
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3. In case of registration for change of legal representative under Clause 6, Article 12 of the Law on Enterprises, the registration dossier for change of legal representative includes the documents specified in Clause 1 of this Article, in which resolutions, decisions, and a copy of the minutes of the Members' Council meeting is replaced with a copy of the document confirming the legal representative's death, disappearance, criminal prosecution, detention, imprisonment, enforcement of administrative measures at compulsory detoxification facilities, compulsory education facilities, fleeing from residence, being restricted or losing civil act capacity, having difficulty in awareness or behavior control, being prohibited from holding positions, practicing certain professions, or performing certain jobs as ordered by the Court.
4. After receiving the enterprise registration dossier, the Business Registration Office issues a receipt, examines the validity of the dossier, and issues an enterprise registration certificate for the enterprise."
When registering for a change of legal representative for joint-stock companies and limited liability companies, the dossier should be prepared as stated above.
Latest Sample Notification of Change of Legal Representative for Limited Liability Companies, Joint-Stock Companies
The sample notification of change of legal representative is specified in Appendix II-2 issued together with Circular 01/2021/TT-BKHDT as follows:
Download the latest sample notification of change of legal representative: Here.
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