What is the form of Notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
- What is the form of Notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
- What is included in the application for registration of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
- Who has the competence to sign the notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
What is the form of Notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
The form of Notice of replacement of legal representatives of a limited liability company or joint stock company is specified in Appendix II-2 of Circular No. 01/2021/TT-BKHDT. Below is an image of the Notice of replacement of legal representatives of limited liability companies and joint stock companies:
Download the form of Notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam: Click here.
What is included in the application for registration of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
Pursuant to Clause 1, Article 50 of Decree No. 01/2021/ND-CP stipulating as follows:
Registration of replacement of legal representatives of limited liability companies and joint stock companies
1. In case of replacement of legal representative, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:
a) A notification of replacement of the legal representative;
b) Copies of legal documents of the new legal representative;
c) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative; the resolution and the copy of the minutes of meeting of the General Meeting of Shareholders of the joint-stock company on replacement of legal representative which leads to amendments to the company’s charter; the resolution or decision and the copy of the minutes of meeting of Board of Directors of the joint-stock company if the replacement of legal representative does not cause changes to the company’s charter other than the full name and signature of the legal representative as prescribed in Article 24 of the Law on Enterprises.
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Thus, according to the above provisions, the application for registration of replacement of legal representatives of limited liability companies and joint stock companies includes:
- A notification of replacement of the legal representative;
- Copies of legal documents of the new legal representative;
- The resolution or decision of the owner of the single-member limited liability company.
The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative;
The resolution and the copy of the minutes of meeting of the General Meeting of Shareholders of the joint-stock company on replacement of legal representative which leads to amendments to the company’s charter;
The resolution or decision and the copy of the minutes of meeting of Board of Directors of the joint-stock company if the replacement of legal representative does not cause changes to the company’s charter other than the full name and signature of the legal representative as prescribed in Article 24 of the 2020 Law on Enterprises.
What is the form of Notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam? (Image from the Internet)
Who has the competence to sign the notice of replacement of legal representatives of limited liability companies and joint stock companies in Vietnam?
Pursuant to Clause 2, Article 50 of Decree No. 01/2021/ND-CP, the notice of replacement of legal representatives of limited liability companies and joint stock companies shall be signed by the following person:
- Chairperson of the Board of Members or President of the single-member limited liability company;
- Chairperson of the Board of Members of the multi-member limited liability company. In case the Chairperson of the Board of Members is the legal representative, the notification shall bear the signature of the new Chairperson who is elected by the Board of Members
- Chairperson of the Board of Directors of the joint-stock company. In case the Chairperson of the Board of Directors is the legal representative, the notification shall bear the signature of the new Chairperson who is elected by the Board of Directors.
- In case the Chairperson of the Board of Members or the Chairperson of the Board of Directors is absent or unable to perform his/her rights and obligations, his/her authorized person shall be the person competent to sign the notification of replacement of the legal representative.
- In case no member is authorized or the Chairperson of the Board of Members or the Chairperson of the Board of Directors is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works, the person competent to sign the notification of replacement of the legal representative shall be elected as the interim Chairperson of the Board of Members or interim Chairperson of the Board of Directors.
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