Changing the Legal Representative of a Joint-Stock Company in Vietnam

Short answer: Changing the legal representative of a joint-stock company is done through the procedure of registering a change of enterprise registration contents at the Business Registration Office under the Department of Finance. The dossier includes: notice of change of legal representative, resolution/decision and meeting minutes of the General Meeting of Shareholders or the Board of Directors (depending on authority under the Charter), and a copy of legal papers of the new legal representative. Processing time: 03 working days under Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025);
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025).

Who has authority to decide the change?

Depending on the company Charter, authority to decide the change of legal representative belongs to:

• The General Meeting of Shareholders — if the Charter provides that the Chairman of the Board of Directors is the legal representative and the change is tied to a change of Chairman;
• The Board of Directors — if the Charter provides that the Director/General Director is the legal representative, the Board of Directors has authority to appoint and dismiss the Director/General Director.

Within 10 days from 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 in the current prescribed form;
• Resolution/decision and copy of meeting minutes of the General Meeting of Shareholders or the Board of Directors (depending on authority) on the change of legal representative;
• Copy of legal papers of the new legal representative (citizen ID card/passport);
• Authorization letter for the dossier submitter (if the submitter is not the legal representative).

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

Implementation order

Step 1. Adopt the change

The competent body (General Meeting of Shareholders or Board of Directors) convenes per proper order and procedures; votes to approve the change of legal representative; prepares meeting minutes and issues the resolution/decision.

Step 2. Submit the dossier

Submit 01 dossier set at the Business Registration Office under the Department of Finance where the company is headquartered — in person or online via the National Business Registration Portal (dangkykinhdoanh.gov.vn).

Step 3. Receive results

The Business Registration Office resolves within 03 working days; issues an Enterprise Registration Certificate recording the new legal representative and announces the enterprise registration contents.

What to do after changing the legal representative

• Announce the new enterprise registration contents;
• Update representative information on bank accounts, digital signatures, electronic invoices;
• Amend and supplement the Charter (if the Charter names the representative);
• Notify shareholders, partners and customers; review contracts and authorizations bearing the old representative’s name;
• Update with the tax authority, social insurance and sub-licenses (if any).

Frequently asked questions

How many legal representatives may a joint-stock company have?

It may have one or more legal representatives; the number, titles, rights and obligations of each are prescribed by the Charter (e.g. the Chairman of the Board of Directors and the Director/General Director are both legal representatives).

Does changing the Chairman of the Board automatically change the representative?

Only if the Charter provides that the Chairman of the Board of Directors is (one of) the legal representatives. If the representative is the Director/General Director, changing the Chairman does not change the representative.

Is late registration of the change penalized?

Administrative penalties in the planning and investment sector may apply if the change is not registered beyond the 10-day deadline.

Notes on applying current legislation

This article is enterprise knowledge presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers. Legal regulations may change over time and depend on the specific circumstances of each enterprise. Where you need to determine the exact applicable dossier, please contact ANT Legal lawyers at 0966.475.966 for verification and advice before acting.

Common risks to note

• Using notice forms under the expired Circular 02/2019/TT-BKHDT.
• Confusing authority between the General Meeting of Shareholders and the Board of Directors.
• Not updating the new representative on bank accounts and digital signatures after the change.

How can ANT Legal help?

ANT Legal supports drafting meeting minutes, resolutions and dossiers for changing the legal representative, conducting procedures at the Business Registration Office and reviewing post-change updating obligations. For prompt advice, please contact our lawyers at 0966.475.966.

Related articles

• Changing the legal representative of a single-member LLC
• Guide to changing the legal representative
• Regulations on legal representatives of enterprises under Vietnamese law
• How to change founding shareholders of a joint-stock company?
• Rights and obligations of enterprises