Order and procedures for registering change of legal representative for limited liability companies and joint stock companies

In case of a change in the legal representative, companies are required to carry out procedures to register the change with the State management agency. This article provides detailed advice on how to carry out the procedures for registering a change of legal representative for Limited Liability Companies and Joint Stock Companies.

CSPL:   Law on Enterprises 2020

   Article 50 of Decree 01/2021/ND-CP on Business Registration

1. Documents to change legal representative

1.1 Documents prepared for a single-member limited liability company

• Notification of change of legal representative;
• Copies of personal legal documents for the new legal representative;
• Resolutions and decisions of the owner corporate ownership for a one-member limited liability company on changing the legal representative;
• Authorization document on submitting documents and receiving results of changing the legal representative and Copy of legal documents of the individual actually authorizing the authorization (In case of authorization)

1.2 Prepared documents for a Limited Liability Company with two or more members

• Notice of changing the legal representative law;
• Copy of personal legal documents for the new legal representative;
• Copy of meeting minutes of the Board of Members on changing the legal representative
• Resolutions and decisions of the Board of Members on changing the legal representative;
• Authorization document on submitting documents and receiving results of changing the legal representative and Copy of legal documents of the individual actually authorizing the authorization (In case of authorization).

1.3. Documents prepared with the Joint Stock Company

• Notification of change of legal representative;
• Copies of personal legal documents for the new legal representative;
• Resolutions, decisions, Copy of meeting minutes of the Board of Members on changing the legal representative in case changing the legal representative changes the content of the company’s Charter.
• Resolutions, decisions and copies of meeting minutes of the Board of Directors for joint stock companies in case changing the legal representative does not change the content of the Articles Company regulations in addition to the full name, signature and signature of the company’s legal representative
• Authorization document on submitting documents and receiving results of changing the legal representative and Copy of legal documents of the individual actually authorizing the authorization (In case of authorization).

2. Order and procedures for registering change of legal representative

2.1. Application submission method

• Submit directly to the Business Registration Office under the Department of Planning and Investment (Business Registration Office) of the province/city where the enterprise is headquartered.
• Submit documents via postal service.
• Submit online documents via electronic network at the National Business Registration Portal at the address: https://dangkylanhdoanh.gov.vn).

2.2. Order and procedures for registering change of legal representative

Case 1. Submit documents directly at the Business Registration Office where the enterprise is headquartered.

Step 1. Submit documents

• Registrants submit documents at the one-stop department at the Business Registration Office business.
• The Business Registration Office receives the application and returns to the submitter a Receipt of receipt of the application to change the legal representative.

Step 2. Appraisal and returns the results

• The Business Registration Office issues the Business Registration Certificate within 03 working days from the date of receipt of the application dossier.
• In case the dossier is not valid, the Business Registration Office will send a written notice of the contents that need to be amended and supplemented to the registrant within 03 working days from the date of receiving the dossier.

Case 2. Register electronically using the Business Registration Account

– The registrant submits the application using the Business Registration Account to declare information, download electronic documents and authenticate the business registration application via the electronic information network and pay the business registration fees and charges according to the process on the national business registration information portal (https://dangkyquangdoanh.gov.vn).

– After completing the submission of registration application When registering, the applicant will receive a receipt for the application to change the legal representative via the electronic information network.

– The Business Registration Office issues business registration to the enterprise in case the application is eligible and notices approval to register to change the legal representative of the enterprise. In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.