Changing the Company Chairman: Is Notification to the Business Registration Office Required?

Clause 24 of Article 4 of the Law on Enterprises 2020 stipulates:

The enterprise manager is the manager of a private enterprise and the manager of a company, including the owner of the private enterprise, general partners, Chairman of the Members' Council, members of the Members' Council, Chairman of the company, Chairman of the Board of Directors, members of the Board of Directors, Director or General Director, and individuals holding other management titles as stipulated in the company's charter.

*** The Chairman of the company is an enterprise manager.***

Previously, according to Article 54 of Decree 78/2015/ND-CP: when there is a change in the information of the enterprise manager, the enterprise must send a notice of the addition or update of enterprise registration information to the Business Registration Office where the enterprise is headquartered.

However, currently under Decree 01/2021/ND-CP, there is no provision requiring notification to the business registration authority regarding the change in information of the enterprise manager (Chairman of the company).

Additionally, Article 31 of the Law on Enterprises 2020 provides for notifying changes in business registration content as follows:

An enterprise must notify the Business Registration Authority when changing one of the following contents:

- Business sectors;

- Founding shareholders and shareholders being foreign investors for joint-stock companies, except for listed companies;

- Other contents in the enterprise registration dossier.

Regarding the enterprise registration dossier of a limited liability company, Article 21 of the Law on Enterprises 2020 stipulates that it includes:

+ Application for enterprise registration.

+ Company charter.

+ List of members.

+ Copies of the following documents:

++ Legal documents of the individual for member being an individual, the legal representative;

++ Legal documents of the organization for member being an organization and the document appointing an authorized representative; legal documents of the individual for the authorized representative of the member being an organization.

For members being foreign organizations, the copy of the legal document of the organization must be consular legalized;

++ Investment registration certificate for foreign investors as prescribed by the Law on Investment.

*** The case of changing the Chairman of the company is also not required to notify the Business Registration Authority.***

=> Based on the above grounds, in the case of changing the Chairman of the company (enterprise manager), the enterprise is not required to carry out the procedure to notify the business registration authority. The enterprise proceeds to change the information according to internal regulations.

Respectfully!