Does changing the signature of the general director of an enterprise have to notify the business registration authority? If an enterprise changes the general director’s signature without adding it to the register but still signs accounting documents, how much will the fine be?

1. Does changing the signature of the general director of an enterprise require notification to the business registration authority?

In this case, there is no specific procedure for changing the signature of the general director (legal representative). Therefore, it is not necessary to carry out procedures with state agencies when changes arise on this issue.

According to Article 118 Circular 200/2014/TT-BTC the signature of the general director (legal representative) must be shown in the registration book, with the right to sign 3 signatures.

Prepare and sign accounting documents math

…

7. Enterprises must open a book to register sample signatures of the treasurer, warehouse keeper, accountants, chief accountant (and authorized person), General Director (and authorized person). The signature sample registration book must have page numbers and stamps that are managed by the head of the unit (or authorized person) for convenient inspection when necessary. Each person must sign three specimen signatures in the register.

8. Individuals who have the right or authorization to sign documents are not allowed to sign accounting documents that have not been recorded or have not fully recorded the document content according to the responsibility of the signer.

9. The decentralization of signatures on accounting documents is prescribed by the General Director (Director) of the enterprise in accordance with the law, management requirements, ensuring strict control and asset safety.

So, in this case, you only need to check whether the registration book has all 2 old and new signatures or not. If so, then legality is guaranteed. If it does not exist, the company should add it to avoid administrative sanctions.

2. If an enterprise changes the general director’s signature without adding it to the register but still signs accounting documents, how much will the fine be?

Enterprises that change the general director’s signature without adding it to the register but still sign accounting documents may be sanctioned according to point d, clause 2, Article 8 of Decree 41/2018/ND-CP as follows:

Sanctions for violations of regulations on accounting documents

…

2. Fine from 5,000,000 VND to 10,000,000 VND for one of the following acts:

a) Preparing accounting documents with insufficient number of copies according to the regulations for each type of accounting document;

b) Signing accounting documents without fully recording the content of the document under the responsibility of the person signature;

c) Signing accounting documents without proper authority;

d) A person’s signature is inconsistent or inconsistent with the signature sample registration book;

đ) Accounting documents do not have enough signatures according to the title specified on the documents;

e) Failure to translate accounting documents in a foreign language into English Vietnam according to regulations;

g) To damage or lose accounting documents and vouchers in the process of being used.

…

And according to Clause 2, Article 6 of Decree 41/2018/ND-CP, amended by Clause 2, Article 5 of Decree 102/2021/ND-CP as follows: following:

Fine levels in the field of accounting and independent auditing

…

2. The fine levels specified in Chapter II and Chapter III of this Decree are the fine levels applicable to organizations except for the cases specified in Clause 1, Article 7; Article 8; Article 9; Article 10; Article 11; Article 13; Article 14; Article 15; Article 16; Article 17; Article 19; Clause 1, Clause 3, Article 21; Article 22; Article 23; Article 24; Article 26; Article 33; Article 34; Clause 1, Clause 3, Article 36; Clause 1, Article 38; Clause 2, Clause 3, Article 39; Clause 1, Clause 2, Article 48; Clause 1, Article 57; Clause 1, Clause 2, Article 61; Article 67 is the fine level for individuals. For organizations that commit the same violation, the fine is 2 times higher than the fine for individuals.

…

Accordingly, an enterprise that changes the general director’s signature without adding it to the registration book but still signs accounting documents will be fined from 10,000,000 VND to 20,000,000 VND.

3. What is the statute of limitations for sanctioning an enterprise that changes the general director’s signature without adding it to the register but still signs accounting documents?

The statute of limitations for sanctioning an enterprise that changes the general director’s signature without adding it to the register but still signs accounting documents is prescribed in Clause 1, Article 3 of Decree 41/2018/ND-CP as follows:

Statute of limitations for sanctioning administrative violations

1. The statute of limitations for sanctioning administrative violations in the field of accounting is 2 years.

2. The statute of limitations for sanctioning administrative violations in the field of independent auditing is 1 year.

…

Accordingly, the statute of limitations for sanctioning an enterprise that changes the general director’s signature without adding it to the registration book but still signs accounting documents is 02 years.