Guidelines for registering changes of the legal representative of limited liability companies and joint stock companies in Vietnam

Guidelines for registering changes of the legal representative of limited liability companies and joint stock companies in Vietnam​ (Image from the Internet)

1. Guidelines for registering changes of the legal representative of limited liability companies and joint stock companies in Vietnam

According to Article 50 of Decree 01/2021/ND-CP guiding the registration for changing the legal representative of limited liability companies and joint stock companies:

- In the case of changing the legal representative of the company, the company shall submit the registration file for changing the business registration information to the Business Registration Office where the company's head office is located. The dossier includes the following documents:

+ Notification of changes in the legal representative;

+ Certified copy of the legal documents of the individual for the new legal representative;

+ Resolution, decision of the company owner for a single-member limited liability company; resolution, decision, and certified copy of the meeting minutes of the Members' Council for limited liability companies with two or more members regarding the change of legal representative; resolution and certified copy of the general meeting of shareholders meeting minutes for a joint stock company regarding the change of legal representative if the change of the legal representative alters the company's charter; resolution, decision, and certified copy of the Board of Directors' meeting minutes for a joint stock company where the change of legal representative does not alter the content of the company charter except for the contents of the name, signature of the legal representative of the company as prescribed in Article 24 of the Enterprise Law 2020.

- The person who signs the notification of changes in the legal representative can be one of the following individuals:

+ Chairman of the Members' Council or the Chairman of the company for a single-member limited liability company;

+ Chairman of the Members' Council for limited liability companies with two or more members. If the Chairman of the Members' Council is the legal representative, then the person signing the notification is the new Chairman of the Members' Council elected by the Members' Council;

+ Chairman of the Board of Directors for a joint stock company. If the Chairman of the Board of Directors is the legal representative, then the person signing the notification is the new Chairman of the Board of Directors elected by the Board of Directors;

+ In case the Chairman of the Members' Council or the Chairman of the Board of Directors is absent or unable to perform their rights and duties, the person signing the notification of changes in the legal representative is the person authorized by the Chairman of the Members' Council or the Chairman of the Board of Directors. If there is no authorized member or the Chairman of the Members' Council or the Chairman of the Board of Directors is deceased, missing, detained, serving a prison sentence, undergoing administrative measures at compulsory rehabilitation, education facilities, has fled residence, is restricted or lost civil act capacity, has difficulty in cognition or behavioral control, is prohibited by the Court from holding positions, practicing professions or performing certain jobs, then the person signing the notification of changes in the legal representative is the person temporarily elected to the position of Chairman of the Members' Council, Chairman of the Board of Directors according to Clause 4 of Article 56, Clause 3 of Article 80 and Clause 4 of Article 156 of the Enterprise Law 2020.

- In the case of registering a change in the legal representative as specified in Clause 6, Article 12 of the Enterprise Law 2020, the registration dossier for changing the legal representative includes the documents specified in Clause 1, Article 50 of Decree 01/2021/ND-CP, wherein the resolution, decision, and certified copy of the Meeting Minutes of the Members' Council is replaced with a certified copy of the document confirming that the legal representative of the company is deceased, missing, under criminal prosecution, detained, serving a prison sentence, undergoing administrative measures at compulsory rehabilitation, education facilities, has fled residence, is restricted or lost civil act capacity, has difficulty in cognition or behavioral control, or is prohibited by the Court from holding positions, practicing professions or performing certain jobs.

- After receiving the business registration dossier, the Business Registration Office issues a Receipt, examines the validity of the dossier, and issues the Business Registration Certificate to the enterprise.

2. Right to establish enterprises and obligations for business registration in Vietnam

The right to establish an enterprise and the obligations for business registration according to Article 5 of Decree 01/2021/ND-CP are as follows:

- Establishing an enterprise in accordance with the law is a right of individuals and organizations and is protected by the State.

- The person establishing the enterprise or the enterprise itself is obliged to fully and promptly fulfill the obligations concerning business registration, disclose information about the establishment and operation of the enterprise in accordance with Decree 01/2021/ND-CP and related legal documents.

- It is prohibited for the Business Registration Office and other agencies to cause inconvenience to organizations and individuals during the receipt of documents and the processing of business registration procedures.

- Ministries, ministerial agencies, People's Councils, and People's Committees at all levels are not allowed to issue regulations, documents on business registration specifically applicable to their industry or locality. Regulations on business registration issued by ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels that are contrary to the provisions of Decree 01/2021/ND-CP are not enforceable.

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