Download Annex II-2 - Notification of Change of Legal Representative in Vietnam

Download Annex II-2 - Notification of Change of Legal Representative in Vietnam

The form for for notifying changes in legal representatives is stipulated in Annex II-2 issued with Circular 01/2021/TT-BKHDT.

Please see details and download the form here.

Download Annex II-2 - Notification of Change of Legal Representative in Vietnam - image from internet

What are responsibilities of the enterprise’s legal representative in Vietnam?

Pursuant to Article 13 of the Law on Enterprises in 2020 stipulating responsibilities of the enterprise’s legal representative:

Responsibilities of the enterprise’s legal representative

1. An enterprise’s legal representative shall:

a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;

b) Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;

c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.

2. The enterprise’s representative shall be personally responsible for any damage to the enterprise within the limits of responsibilities specified in Clause 1 of this Article.

As regulated above, an enterprise’s legal representative shall exercise and perform his/her rights and obligations in an honest and prudent manner. He/she must be loyal to the enterprise’s interests; not use the enterprise’s assets for personal gain.

An enterprise’s legal representative shall promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law. He/she shall be personally responsible for any damage to the enterprise within the limits of responsibilities.

Who has the authority to change the legal representative of a joint-stock company in Vietnam?

Pursuant to Clause 2.i Article 153 of the Law on Enterprises in 2020 stipulating the Board of Directors of a joint-stock company:

The Board of Directors

1. The Board of Directors is the managerial body of the company and has the right to make decisions on behalf of the company, perform rights and obligations of the company, except the rights and obligations of the GMS.

2. The Board of Directors has the following rights and obligations:

a) Decide the company’s medium-term development strategies and annual business plans;

b) Propose the types of authorized shares and quantity of each type;

c) Decide sale of certain types of unsold authorized shares; decide other methods of raising capital;

d) Decide selling prices for the company’s shares and bonds;

dd) Decide repurchase of shares as prescribed in Clause 1 and Clause 2 Article 133 of this Law;

e) Decide the investment plan and investment projects within its jurisdictions and limitations prescribed by law;

g) Decide solutions for market development, marketing and technology;

h) Approve sale contracts, purchase contracts, borrowing contracts, lending contracts, other contracts and transactions that are worth at least 35% of the total assets written in the latest financial statement, unless another ratio or value is specified in the company's charter; contracts and transactions within the jurisdiction of the GMS as prescribed in Point d Clause 2 Article 138, Clause 1 and Clause 3 Article 167 of this Law.

i) Elect, dismiss the President of the Board of Directors; designate, dismiss, enter into and terminate contracts with the Director/General Director and other key executives specified in the company's charter; decide salaries, remunerations, bonuses and other benefits of these executives; designate authorized representatives to participate in the Board of Members or GMS of another company; decide their remunerations and other benefits;

...

As regulated above, the Board of Directors of a joint-stock company has the authority to change the legal representative of a joint-stock company in Vietnam.

Best regards!