Change of Legal Representative in a Single-Member LLC

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Short answer: Changing the legal representative of a single-member limited liability company is carried out by registering the change of enterprise registration contents with the Business Registration Office under the Department of Finance. The dossier includes: a notice of change of legal representative, the company owner’s decision, and a copy of the legal documents of the new legal representative. Processing time: 3 working days under Decree 168/2025/ND-CP.

Legal basis

The Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/07/2025);
Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/07/2025).

When must the change of legal representative be registered?

Within 10 days from the date of the change of legal representative, the company must register the change with the Business Registration Office. Common cases: the owner decides to replace the representative; the former representative resigns, loses civil act capacity, or has restricted rights; the entire charter capital is transferred to a new owner.

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Dossier for changing the legal representative

Notice of change of legal representative using the current prescribed form (signed by the former or new legal representative, as guided by current regulations);
Decision of the company owner on the change of legal representative;
Copy of the legal documents of the new legal representative (citizen ID card/passport);
Authorization letter for the person submitting the dossier (if the submitter is not the legal representative).

Note: the notice forms under Circular 02/2019/TT-BKHDT (e.g., Appendix II-2) expired together with Decree 01/2021/ND-CP; current dossiers use the forms issued with Decree 168/2025/ND-CP and its guiding documents.

Implementation steps

Step 1. Issue the decision on the change

The company owner issues a decision on the change of legal representative, clearly stating that the former representative ceases to serve and the new one is appointed (full name, nationality, personal ID number, title).

Step 2. Prepare and submit the dossier

Prepare 01 complete set of the dossier per the list above; submit it to the Business Registration Office under the Department of Finance where the company has its head office — in person or online via the National Enterprise Registration Portal (dangkykinhdoanh.gov.vn).

Step 3. Receive the result

The Business Registration Office processes the dossier within 3 working days from the date of receipt of a complete and valid dossier; it issues the Enterprise Registration Certificate recording the new legal representative and publishes the enterprise registration contents.

What to do after changing the legal representative

Publish the new enterprise registration contents;
Update the representative’s information on bank accounts, digital signatures, and e-invoices;
Notify partners and customers; amend contracts and authorization letters still in effect bearing the former representative’s name;
Update records with the tax authority and social insurance agency (if needed);
For companies with sub-licenses: check and adjust licenses naming the former representative.

Responsibilities of the former and new legal representatives

Changing the legal representative does not terminate the former representative’s responsibility for transactions and obligations arising during their term. The new representative is responsible for the company’s operations from the time they are recorded on the Enterprise Registration Certificate, unless the charter or the owner’s decision provides otherwise.

Frequently asked questions

Must the new legal representative be the owner?

No. A single-member limited liability company may have one or more legal representatives; the representative may be the owner or a hired person (e.g., Director/General Director) as prescribed by the charter.

Can a foreigner be a legal representative?

Yes, if they meet the conditions under law (residing in Vietnam for certain titles as prescribed) and the company fully complies with labor and residence obligations.

Is late registration of the change penalized?

It may be subject to administrative penalties in the field of planning and investment if the change is not registered within 10 days.

Notes on applying current laws

This article is for general enterprise knowledge and is presented for reference, helping readers understand the legal issue at a general level before preparing their dossier. Legal regulations may change over time and depending on each enterprise’s specific circumstances. To determine the exact dossier applicable, you should contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common risks to watch out for

Using the notice form under Circular 02/2019/TT-BKHDT, which has expired.
Registering late (beyond 10 days), leading to penalties.
Failing to update the new representative on bank accounts and digital signatures after the change.

How ANT Legal can help

ANT Legal supports drafting the company owner’s decision and the dossier for changing the legal representative, carrying out the procedures at the Business Registration Office, and reviewing post-change update obligations. For quick advice, please contact our lawyers at 0966.475.966.

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