Is it necessary to notify state agencies about the election of the Chairman of the Board of Directors?

Is it correct to notify state agencies about the election of the Chairman of the Board of Directors? What are the documents and procedures for registering a change of legal representative in a joint stock company?

1. Who is the Chairman of the Board of Directors?

According to Article 156 of the Law on Enterprises 2020 stipulations on the Chairman of the Board of Directors as follows:

– The Chairman of the Board of Directors is elected, dismissed, dismissed by the Board of Directors among the members of the Board of Directors.

– Chairman of the Board of Directors of public companies and companies Shares specified in Point b, Clause 1, Article 88 of this Law may not concurrently be Director or General Director.

– The Chairman of the Board of Directors has the following rights and obligations:

+ Prepare programs and operational plans of the Board of Directors;

+ Prepare programs, contents and documents for meetings; convene, chair and chair meetings of the Board of Directors;

+ Organize the adoption of resolutions and decisions of the Board of Directors;

+ Supervise the process of organizing the implementation of resolutions and decisions of the Board of Directors;

+ Chair the meeting of the General Meeting of Shareholders;

+ Rights and obligations Other services according to the provisions of this Law and the company’s Charter.

– In case the Chairman of the Board of Directors is absent or unable to perform his duties, he must authorize in writing another member to exercise the rights and obligations of the Chairman of the Board of Directors according to the principles stipulated in the company’s Charter. In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a mandatory drug treatment facility, compulsory education facility, escapes from the place of residence, has limited or lost civil act capacity, has difficulty in cognition, controlling behavior, is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs, the remaining members shall elect one person from among the members. hold the position of Chairman of the Board of Directors according to the principle of majority approval of the remaining members until a new decision of the Board of Directors.

– When deemed necessary, the Board of Directors decides to appoint a company secretary. The company secretary has the following rights and obligations:

+ Support the organization of convening meetings of the General Meeting of Shareholders and the Board of Directors; recording meeting minutes;

+ Supporting members of the Board of Directors in exercising assigned rights and obligations;

+ Supporting the Board of Directors in applying and implementing corporate governance principles;

+ Supporting the company in building shareholder relationships and protecting the legitimate rights and interests of shareholders; compliance with the obligation to provide information, publicize information and administrative procedures;

+ Other rights and obligations as prescribed in the company’s Charter.

Accordingly, the Chairman of the Board of Directors is elected, dismissed, and dismissed by the Board of Directors among the members of the Board of Directors.

2. Is it correct to notify the state agency about the election of the Chairman of the Board of Directors?

Currently the law only stipulates the election and dismissal of the Chairman of the Board of Directors without requiring notification to the competent authority about this because it is an internal activity of the enterprise. However, if the Chairman of the Board of Directors is changed and this person is the legal representative of the company, the procedure to change the representative must be carried out. according to the law of joint stock companies according to Article 30 of the Law on Enterprises 2020, specifically:

– Enterprises must register with the Business Registration Authority when changing the content of the Business Registration Certificate specified in Article 28 of this Law.

– Enterprises are responsible for registering changes to the content of the Business Registration Certificate within 10 days from the date of change.

– Within 03 working days from the date of change. On receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

– Registration to change the content of the Business Registration Certificate according to the decision of the Court or Arbitration is carried out according to the following order and procedures:

+ The person requesting to register a change in the content of the Business Registration Certificate sends a request to register the change to the Business Registration Authority. competent business within 15 days from the date the Court’s judgment or decision takes legal effect or the Arbitrator’s award takes effect. Attached to the registration dossier must be a copy of the legally effective Court judgment or decision or the effective Arbitrator’s decision;

+ Within 03 working days from the date of receiving the registration request specified in Point a of this Clause, the Business Registration Authority is responsible for reviewing and issuing a new Business Registration Certificate according to the content of the legally effective Court judgment or decision or the Arbitrator’s decision. resources are effective; In case the dossier is not valid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the person requesting registration of changes. In case of refusal to issue a new Business Registration Certificate, it must notify in writing the person requesting registration of change and clearly state the reason.

– The Government regulates documents, order and procedures for registering changes to the content of Business Registration Certificate.

3. What are the dossiers and procedures for registering to change the legal representative in a joint stock company?

According to Article 50 of Decree 01/2021/ND-CP stipulating the dossiers and procedures for registering to change the legal representative in a joint stock company as follows:

– In case of changing the legal representative of the company, the company sends the registration dossier to change the business registration content to the Business Registration Office where the company’s head office is located. The dossier includes the following documents:

+ Notice of change of legal representative;

+ Copy of personal legal documents for the new legal representative;

+ Resolution and decision of the company owner for a one-member limited liability company; Resolutions, decisions and copies of minutes of meetings of the Board of Members for limited liability companies with two or more members on changing the legal representative; resolution and copy of the meeting minutes of the General Meeting of Shareholders for joint stock companies on changing the legal representative in case the change of legal representative changes the content of the company’s Charter; resolutions, decisions and copies of minutes of meetings of the Board of Directors for joint stock companies in cases where changing the legal representative does not change the content of the company’s Charter other than the full name and signature of the legal representative of the company specified in Article 24 of the Law on Enterprises.

– The person signing the notice of change of legal representative is one of the following individuals here:

+ Chairman of the Board of Members or President of the company for a one-member limited liability company;

+ Chairman of the Board of Members for a limited liability company with two or more members. In case the Chairman of the Board of Members is the legal representative, the person signing the notice is the Chairman of the Board of Members elected by the Board of Members;

+ Chairman of the Board of Directors for joint stock companies. In case the Chairman of the Board of Directors is the legal representative, the person signing the notice is the Chairman of the Board of Directors elected by the Board of Directors;

+ In case the Chairman of the Board of Members or the Chairman of the Board of Directors is absent or unable to perform his or her rights and obligations, the person who signs the notice of change of legal representative is the person authorized by the Chairman of the Board of Members or the Chairman of the Board of Directors. In case there is no authorized member or the Chairman of the Board of Members or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a compulsory detoxification facility, compulsory education facility, escapes from the place of residence, has limited or lost civil act capacity, has difficulty in cognition, controlling behavior, is banned by the Court from holding a position, practicing certain professions or doing certain jobs, the person who signs the notice will act on his/her behalf. Changing the legal representative is the person temporarily elected as Chairman of the Board of Members, Chairman of the Board of Directors according to the provisions of Clause 4, Article 56, Clause 3, Article 80 and Clause 4, Article 156 of the Law on Enterprises.

– In case of registering to change the legal representative according to the provisions of Clause 6, Article 12 of the Law on Enterprises, the registration dossier to change the legal representative includes the prescribed documents. in Clause 1 of this Article, in which, the resolutions, decisions and copies of meeting minutes of the Board of Members are replaced by copies of documents certifying that the legal representative of the company is dead, missing, is being prosecuted for criminal liability, is detained, is serving a prison sentence, is serving administrative measures at a compulsory drug treatment facility, compulsory education establishment, has escaped from the place of residence, has limited or lost civil act capacity, has difficulty accepting knowledge, control of behavior, banned by the Court from holding positions, practicing certain professions or doing certain jobs.

– After receiving the business registration application, the Business Registration Office issues a Receipt, checks the validity of the application and issues a Business Registration Certificate to the enterprise.