What are procedures for replacement of legal representatives of single-member limited liability companies in Vietnam?

What are procedures for replacement of legal representatives of single-member limited liability companies in Vietnam?

I would like to ask if my side plans to replace the legal representative in the near future, what is the procedure to do with the Business Registration Office? My company is a single-member limited liability company owned by the organization.

Reply: 

Pursuant to the provisions of Clauses 1 and 4, Article 50 of Decree 01/2021/ND-CP, then:

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

4. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Note:

The notification of replacement of legal representative shall be signed by the following person: 

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 according to Clause 4 Article 56, Clause 3 Article 80 and Clause 4 Article 156 of the Law on Enterprises.

Thus, the procedures for replacement of legal representatives of single-member limited liability companies in Vietnam are carried out in the above procedures.

Who signed the notification of replacement of legal representative of joint-stock companies in Vietnam?

May I ask if my company is a joint stock company, and is planning to replace the legal representative in the near future, it is not clear who will have the right to sign the notification of replacement of legal representative?

Reply: 

Pursuant to the provisions in Clauses 2 and 3, Article 50 of Decree 01/2021/ND-CP, then:

2. The notification of replacement of legal representative shall be signed by the following person:

a) Chairperson of the Board of Members or President of the single-member limited liability company;

b) 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

c) 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.

d) 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 according to Clause 4 Article 56, Clause 3 Article 80 and Clause 4 Article 156 of the Law on Enterprises.

3. In case of replacement of the legal representative according to Clause 6 Article 12 of the Law on enterprises, the application shall contain the documents prescribed in Clause 1 of this Article, in which the resolution or decision and the copy of the minutes of meeting of the Board of Members shall be replaced with the copy of document certifying that the company’s legal representative 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.

Thus, the person competent to sign the notification of replacement of legal representative of the joint-stock company is the Chairperson of the Board of Directors in Vietnam.

Can a new enterprise registration certificate be issued when replacement of legal representatives of limited liability companies in Vietnam? 

In case our company carries out procedures for registration of replacement of legal representative, will it be granted a new enterprise registration certificate? We are limited liability company.

Reply: 

Pursuant to the provisions of Clauses 1 and 4, Article 50 of Decree 01/2021/ND-CP, then:

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.

4. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Thus, according to this regulation in Vietnam, after registering to replace the legal representative of your business, your company will be granted a new enterprise registration certificate.

Best Regards!