Business & M&A, Legal Knowledge

Change of Legal Representative in a Joint-Stock Company

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Short answer: Changing the legal representative of a limited liability company with two or more members 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, a resolution/decision and minutes of the Board of Members meeting, 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).

Authority to decide the change

Changing the legal representative falls within the authority of the Board of Members of a limited liability company with two or more members (unless the charter provides otherwise). The Board of Members meets, votes to approve the change, and prepares minutes of the meeting and a resolution/decision in accordance with the statutory voting ratio.

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Within 10 days from the date of the change, the company must register the change with the Business Registration Office.

Dossier for changing the legal representative

  • Notice of change of legal representative using the current prescribed form;
  • Resolution/decision and a copy of the minutes of the Board of Members meeting 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. Hold the Board of Members meeting

Convene the Board of Members meeting in accordance with the prescribed order and procedures; vote to approve the change of legal representative (the former representative resigns, the new one is appointed); prepare minutes of the meeting and issue the resolution/decision.

Step 2. Submit the dossier

Submit 01 set of the dossier 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; 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;
  • Amend the charter (if the charter names the representative);
  • Notify partners and customers; review contracts and authorization letters bearing the former representative’s name;
  • Update records with the tax authority, social insurance agency, and any sub-licenses (if applicable).

Frequently asked questions

Is the Chairman of the Board of Members automatically the legal representative?

Not automatically. A limited liability company with two or more members may have one or more legal representatives; their titles and number are set by the charter (e.g., Chairman of the Board of Members or Director/General Director).

What is the voting ratio to approve the change?

According to the voting ratio for adopting resolutions and decisions of the Board of Members prescribed by the Enterprise Law and the company charter; a resolution changing the legal representative is generally adopted when approved by votes representing at least 65% of the total voting shares of the attending members (unless the charter prescribes a different, higher ratio).

Does the former representative remain liable after the change?

The former representative remains responsible for transactions and obligations arising during their term; the change does not erase this responsibility.

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.
  • Holding the Board of Members meeting improperly or with the wrong voting ratio, rendering the resolution invalid.
  • Failing to update the new representative on bank accounts and digital signatures after the change.

How ANT Legal can help

ANT Legal supports drafting meeting minutes and resolutions of the Board of Members 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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