Changing the Legal Representative of a Private Enterprise in Vietnam: Guide

Short answer: A private enterprise is owned by one individual, and the private enterprise owner is simultaneously the legal representative of the enterprise. Therefore, “changing the legal representative” of a private enterprise is in substance the procedure of registering a change of the private enterprise owner (usually tied to the transfer/sale of the private enterprise), conducted at the Business Registration Office under the Department of Finance. The dossier includes: notice of change of private enterprise owner, sale/transfer contract and legal papers of the new owner. Processing time: 03 working days under Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025);
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Specifics of a private enterprise

• A private enterprise is owned by one individual who is liable with all of their assets for all activities of the enterprise;
• The private enterprise owner is simultaneously the legal representative — inseparable, unlike in LLCs or joint-stock companies;
• The private enterprise owner may directly or hire another person as Director to manage and operate business activities; a hired Director does not become the legal representative;
• A private enterprise owner may not simultaneously be a business household owner or a general partner of a partnership.

Cases of “changing the representative” of a private enterprise

1. Changing the private enterprise owner (transfer/sale of the enterprise)

This is the most common case. The old and new owners sign a contract for sale/transfer of the private enterprise; after the transfer, the new owner becomes the legal representative.

Dossier for registering the change:

• Notice of change of private enterprise owner in the current prescribed form;
• Copy of the contract for sale/transfer of the private enterprise or documents proving completion of the transfer;
• Copy of legal papers of the new private enterprise owner (citizen ID card/passport);
• Authorization letter for the dossier submitter (if any).

2. Changing information of the current enterprise owner

Where only the personal information of the enterprise owner changes (name after renaming, legal paper number), register the change of enterprise registration contents with documents proving the change.

Implementation order

Step 1. Complete the transfer

The parties sign the contract for sale/transfer of the private enterprise; complete payment and handover of assets and books; the new owner is responsible for debts and other property obligations of the enterprise arising (unless the parties agree otherwise and notify creditors).

Step 2. Submit the change registration dossier

Within 10 days from the change, submit 01 dossier set at the Business Registration Office under the Department of Finance where the enterprise is headquartered — in person or online via the National Business Registration Portal (dangkykinhdoanh.gov.vn).

Step 3. Receive results

The Business Registration Office resolves within 03 working days; issues an Enterprise Registration Certificate recording the new enterprise owner (simultaneously the new legal representative) and announces the enterprise registration contents.

Tax obligations when transferring a private enterprise

• Income of an individual from transferring a private enterprise is subject to personal income tax under tax legislation;
• The enterprise continues normal tax obligations; where tax registration information changes, update it with the tax authority as prescribed.

What to do after changing the enterprise owner

• Announce the new enterprise registration contents;
• Update enterprise owner/representative information on bank accounts, digital signatures, electronic invoices;
• Notify partners, customers and creditors of the change of enterprise owner;
• Update with the tax authority, social insurance and sub-licenses (if any).

Frequently asked questions

Does hiring a Director change the legal representative?

No. A hired Director only manages and operates under authorization; the private enterprise owner remains the legal representative and bears unlimited liability.

Can a private enterprise owner represent another company?

A private enterprise owner may not simultaneously be a business household owner or a general partner; acting as legal representative of another enterprise needs assessment per the Charter and relevant legislation.

Notes on applying current legislation

This article is enterprise knowledge presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers. Legal regulations may change over time and depend on the specific circumstances of each enterprise. Where you need to determine the exact applicable procedures, please contact ANT Legal lawyers at 0966.475.966 for verification and advice before acting.

Common risks to note

• Confusing hiring a Director with changing the legal representative.
• Using the notice form under Circular 02/2019/TT-BKHDT which has expired.
• Not completing tax obligations from the private enterprise transfer.

How can ANT Legal help?

ANT Legal supports advising on private enterprise transfers, drafting contracts and dossiers for registering the change of enterprise owner, conducting procedures at the Business Registration Office and reviewing related tax obligations. For prompt advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedures for registering a private enterprise in Vietnam
• Changing the legal representative of a single-member LLC
• Procedures for changing the legal representative of an LLC with two or more members
• Changing the legal representative of a joint-stock company
• Rights and obligations of enterprises