Procedure for Changing the Legal Representative of a Joint Stock Company
- Prepare and submit the necessary documents to the Business Registration Office, including:- A notification of the change of legal representative.- A decision of the general meeting of shareholders or the decision of the Board of Directors on the change of the legal representative of the company.- A valid copy of the person's identification document who will be the new legal representative.
- Update the company's information on the National Business Registration Portal.
- Pay the required fees as per regulations.
- After submission, the Business Registration Office will verify the documents and if everything is in order, will update the company's registration details.
Based on the provisions in Clause 1 and Clause 4, Article 50 of Decree 01/2021/ND-CP:
- In the case of a change in the legal representative of the company, the company shall submit a registration dossier for changing the business registration content to the Business Registration Office where the company's head office is located. The dossier includes the following documents:
+ Notification of change of the legal representative;
+ A copy of the legal document of the individual for the new legal representative;
+ Resolution and a copy of the minutes of the General Meeting of Shareholders for the joint-stock company regarding the change of the legal representative in case the change of the legal representative alters the content of the company's charter; resolution, decision, and a copy of the minutes of the Board of Directors' meeting for the joint-stock company in case the change of the legal representative does not alter the content of the company's charter other than the name and signature of the company's legal representative as stipulated in Article 24 of the Enterprise Law.
- After receiving the business registration dossier, the Business Registration Office shall issue a Receipt, check the validity of the dossier, and issue the Business Registration Certificate to the enterprise.
Note:
The person signing the notification of change of the legal representative in this case is the Chairman of the Board of Directors. If the Chairman of the Board of Directors is the legal representative, the person signing the notification is the new Chairman elected by the Board of Directors;
In cases where the Chairman of the Members' Council is absent or unable to perform their rights and obligations, the person signing the notification of change of the legal representative shall be the person authorized by the Chairman of the Members' Council. If there is no authorized member or if the Chairman of the Members' Council dies, goes missing, is in custody, is serving a prison sentence, is following administrative measures at a compulsory rehabilitation center, a compulsory education facility, flees their residence, is restricted or loses civil act capacity, has difficulties in cognition, or control of behavior, or is prohibited by the court from holding certain positions, practicing certain occupations or performing certain jobs, the person signing the notification of change of the legal representative shall be the person temporarily elected as Chairman of the Members' Council according to the provision in Clause 4, Article 56, Clause 3, Article 80, and Clause 4, Article 156 of the Enterprise Law.
Thus, the procedure for registering the change of the legal representative of a joint-stock company is carried out in the above-mentioned sequence.
Respectfully!
