Instructions for changing the representative according to law

Changing the company’s legal representative will affect the business management system. During the company’s operations, changes in representatives may occur. Therefore, ANT Legal Sending you detailed articles about registration of changes must comply with the following regulations:

Titles of legal representatives

According to the Law on Enterprises 2020, the legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the enterprise’s transactions, represents the enterprise as a plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.

The company’s legal representative can hold the following positions:

• Director;
• General Director;
• Chairman of the Board of Members for LLCs with two or more members;
• Chairman of the Board of Directors for single-member LLCs;
• Chairman of the Board of Directors for joint stock companies section
• Other positions specified in the company’s charter.

Cases where it is necessary to change the company’s legal representative

During the operation and development of the company, there will be changes in the operating organizational structure or due to the company’s need to replace or supplement the Director/General Director to suit the company’s business activities;

• End of term of a legal representative;
• Expiry of work permit for a foreign legal representative.

Conditions for being a legal representative of a company

When wanting to change the legal representative of the company, businesses need to consider the conditions to be the Director/General Director of the company before carrying out the change procedure:

• Be 18 years old or older;
• Have full civil act capacity;
• Not subject to the ban on establishing and managing a business;
• Providing only 01 copy of ID card or passport;
• Not subject to suspension of tax code on tax management and business management data;
• The law also limits the case of an individual who is a former representative of a company A company declared bankrupt within a period of 01 to 03 years from the date of bankruptcy declaration is not allowed to act as a new representative for the company.

Dossier to change the legal representative of the company includes:

• Notification of change of legal representative according to form Appendix II-2, Circular No. 02/2019/TT-BKHDT;
• Valid copy of identity card or passport or citizen identification card of the new addition or replacement;
• Decision to change the legal representative of the enterprise;
• Valid copy of meeting minutes on the change of the enterprise career;

How to apply:

Enterprises submit applications to change the content of the Business Registration Certificate online through the National Business Registration Portal: https://dangkylanhdoanh.gov.vn

Within 3 working days, the Department of Planning and Investment will issue a notice of approval for online submission or correction or supplementation.

After the online registration application is approved, the applicant must prepare the following documents:

• 01 set of application components as mentioned above;
• 01 notice of approval to submit online application;
• 02 Receipt of online application submission;
• ID copy + original for comparison.

And submit to the 1-stop department of the Department of Planning and Investment (in case of submitting documents using a public digital signature account, there is no need to submit paper documents again). After that, the Department of Planning and Investment will confirm the application and return the results.

Fee:

Free if applying online
100,000 VND/time Announcement of business registration content

Notes when changing legal representatives

Notes on procedure deadlines

Within 10 days from the date of change, the Company must notify the Business Registration Office where its head office is located. If the deadline is exceeded, administrative penalties will be imposed according to regulations.

For companies with Sublicenses

It is necessary to work with the licensing agency on changing the company’s legal representative, because usually the information of the old person will be included in these Licenses.

Notify insurance and banking agencies

Information about the old legal representative will be declared in the bank account and insurance agency registration documents. Therefore, when there are changes, businesses must notify banks and insurance agencies to promptly change registration information.

Notice to partners and customers

When changing the company director, it is necessary to notify the change of director to customers and partners so that they can grasp the information and avoid unfortunate transactions from occurring.

Frequently asked questions

Is it necessary to change the legal representative with the tax authority?

Currently, the Business Registration Office and the Tax Authority have an electronic system linked together. When the enterprise completes the procedure to change the legal representative, the information will be updated by the Business Registration Office and automatically encrypted with the Tax Authority. Therefore, the Company does not need to carry out change procedures with tax authorities as before.

Is it necessary to make an addendum to change the legal representative for signed contracts?

Enterprise laws and guiding documents are not required to make appropriate addendums when there are changes, however, to ensure safety and convenience for transactions with partners, the company should make contract addendums for ongoing contracts.

Service to change legal representative of ANT Legal

• Consult on suitability, help customers check conditions with new legal representative;
• Advise on papers and documents customers need to provide to carry out change procedures;
• Prepare documents Profile;
• Support customers to copy necessary documents;
• Submit documents to change the company’s legal representative;
• Represent customers to pay fees and receive results;
• Advise customers on things to note and procedures to follow after changing change.

ANT Legal always proud to be a company providing legal solution consulting services for businesses. With that experience, we confidently provide the service of changing legal representatives.