Changing the legal representative is a common case of changing business registration content today. The article below presents details about this issue.
Article table of contents
1. Who is the legal representative of an enterprise?
The legal representative of an enterprise is the individual that exercises the rights and fulfills the obligations on when making transactions on behalf of the enterprise, represents the enterprise as the plaintiff, defendant, and person with relevant interests and duties before the arbitral tribunal, the court, exercises other rights and fulfills other obligations as prescribed by law. The rights and obligations of each representative are specified in the company’s Charter and internal company records.
Conditions to become a legal representative of an enterprise:
- From 18 years of age or older;
- Have full civil capacity;
- Not subject to a ban on establishing and managing a business;
- Tax codes are not suspended on tax management and business management data;
- The representative does not have to be a capital contributor at the Company.
Notably, depending on the type of business registration, the number of legal representatives of the business will be different. View more details here
2. Order and procedures for registering change of legal representative
During business operations, when an enterprise needs to change its legal representative, the enterprise needs to carry out change procedures. According to the current Law on Enterprise of Vietnam, the procedure for changing the company's legal representative for Vietnamese and foreigners is currently the same.
Step 1: Prepare the application for replacement of the legal representative of the company, including:
- A notification of replacement of the legal representative;
- The written decision on replacement of the legal representative;
- Copy of minutes of meeting on changing the legal representative;
- Legitimate copies of one of the valid personal identification documents of the person replacing the legal representative:
+ Vietnamese citizen: ID card/passport/citizen ID card;
+ Foreigner: passport.
- Legitimate copy of certificate of enterprise registration;
- Notification of change in tax registration information;
- Letter of introduction or authorization for an individual/organization to carry out procedures at the competent authority.
Step 2: Submit the application for replacement of the legal representative of the company
Enterprises submit application documents and business registration fees to the Department of Planning and Investment where their business headquarters is located. The receiving place will check the application items and some necessary contents in the application, if eligible, receive the application and give a Receipt to the applicant.
Step 3: Receive the results of the application to change the legal representative
- For valid documents: Business registration certificate (business license);
- For invalid documents: In case of refusal, the enterprise must be notified in writing. The notice must clearly state the reason; request for amendments and supplements (if any).
Time limit: 03 working days from the date of receipt of application.
3. Some things to note after an enterprise carries out the procedure to change its legal representative
- Inform the partner about the change of legal representative so that the cooperation between the new representative and the partner is not hindered.
- When changing the legal representative, businesses need to pay attention to re-registering account holder information at banks and other accounts using the old legal representative's name.
- When changing the legal representative associated with the transfer of capital to the new legal representative, it is necessary to pay attention to the personal income tax declaration procedures of the transferor.
- In case the company has a sub-license after its establishment such as: transportation service business license, food hygiene and safety license, fire prevention license, etc. procedures for changing these licenses must be carried out because the license contains information about the old legal representative.
Legal basis:
Long Binh
