Changing the Legal Representative of LLCs and Joint-Stock Companies

Short answer: Registering a change of the legal representative of an LLC or joint-stock company follows this sequence: (1) the company approves the change (decision of the owner/Board of Members/General Meeting of Shareholders); (2) the old and new representatives hand over and sign a handover minutes; (3) notify the change to the Business Registration Office within the statutory time limit. The new representative must meet the standards (not subject to prohibitions on managing enterprises). From the time of registered change, the new representative bears responsibility for the company’s obligations. Legal basis: Articles 12–13 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15); Decree 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — Article 12 (legal representative), Article 13 (responsibilities);
• Decree 168/2025/ND-CP on enterprise registration — procedure for registering change of legal representative.

Who can be a legal representative?

• LLCs and joint-stock companies may have one or more legal representatives (as provided in the charter);
• May be Vietnamese or foreign; must reside in Vietnam where the law requires (e.g., a single-member LLC owned by an individual…);
• Not subject to prohibitions on managing or operating enterprises (serving sentences, banned from practicing, etc.).

Procedure for registering change of legal representative

Step 1. The company approves the change

• Single-member LLC: owner’s decision;
• Multi-member LLC: resolution/decision of the Board of Members;
• Joint-stock company: resolution of the General Meeting of Shareholders or the Board of Directors (per charter decentralization);
• Contents: terminating the old representative’s role; appointing the new representative; amending the charter.

Step 2. Handover between old and new representatives

• Prepare handover minutes: seals, books, accounts, ongoing contracts, debts;
• Hand over ongoing obligations (litigation, tax, contracts, etc.) for the new person to continue;
• Note: the old representative remains liable for decisions and transactions made during their tenure.

Step 3. Notify the change

• Notify the change of legal representative using the current form;
• Attach decisions, meeting minutes; copies of the new representative’s legal documents; amended charter;
• Submit to the Business Registration Office within the statutory time limit from the date of change; processing time is 3 working days.

Step 4. Post-change updates

• Bank: update the representative’s signature on accounts;
• Digital signature, e-invoices: update;
• Tax authority, social insurance: update representative information;
• Sector-specific licenses (if recording the representative’s name): adjust.

Responsibilities of new and old representatives

• The new representative inherits and is responsible for performing the company’s existing obligations;
• The old representative remains jointly liable for decisions and transactions signed during their tenure;
• Changing the legal representative does not terminate the validity of contracts the company has signed.

Frequently asked questions

What if the old representative refuses to cooperate in the handover?

The company still carries out the change registration procedure under the competent body’s decision; it may also sue for handover and damages.

Does a foreign legal representative need a work permit?

Foreigners working in Vietnam in management and executive roles must comply with work permit regulations (except exempted cases).

Is late registration of the change penalized?

Administrative sanctions for enterprise registration violations may apply.

Notes on applying current laws

Changing the legal representative is a sensitive moment — the liability “gap” between the old and new persons easily triggers internal disputes. Detailed handover minutes are the most important document. Contact an ANT Legal lawyer at 0966.475.966 for advice.

Common risks to watch out for

• No handover minutes — liability disputes;
• Late change registration;
• New representative not meeting standards, subject to prohibitions;
• Not updating bank and tax records — transactions blocked.

How ANT Legal can help

ANT Legal advises on procedures for changing legal representatives; drafts handover minutes; carries out change registration and post-change updates. For quick advice, please contact our lawyers at 0966.475.966.

Related articles

• Changing the Legal Representative of a Joint-Stock Company
• Changing the Legal Representative of a Single-Member LLC
• Changing the Legal Representative of a Two-Member LLC
• Procedure for Establishing a Representative Office for Multi-Member LLCs
• Guide to Changing the Legal Representative