When changing the legal representative, it is essential to be aware of the current legal regulations to prepare and conduct the procedure quickly and smoothly. So, what documents are required for this process? Let’s find out in the article below!
1 What is a Legal Representative of an Enterprise?
According to Article 13, Section 1 of the 2014 Enterprise Law, the legal representative of an enterprise is an individual who represents the enterprise and executes its rights and obligations arising from its transactions.
This individual also represents the enterprise as a plaintiff, defendant, or party with related rights and obligations before arbitration, courts, and other legal entities as stipulated by law.
The enterprise’s legal representative acts in the enterprise’s best interests.
Additionally, a limited liability company or a joint-stock company may have multiple legal representatives. According to Article 14, Section 1 of the 2014 Enterprise Law, the legal representative of an enterprise has the following responsibilities:
- Act in the best interests of the enterprise and refrain from using enterprise information for personal gain.
- Ensure the careful and honest execution of rights and obligations to bring legitimate benefits to the enterprise.
2 Document Preparation
According to Article 50 of Decree No. 01/2021/ND-CP, the documents required for the procedure to change the legal representative include:
Notification of change of legal representative according to Appendix II-2 in Circular No. 01/2021/TT-BKHDT.
Certified copy of one of the personal identification documents of the person being replaced as the company’s/enterprise’s representative.
Decision and certified copy of meeting minutes in the following cases:
Be aware of the document requirements for each type of enterprise.
- For a single-member limited liability company: Decision of the current owner of the company.
- For a multi-member limited liability company: Decision and certified copy of the minutes of the meeting of the Members’ Council.
- For a joint-stock company, if the change of legal representative modifies the company’s charter: Decision and certified copy of the minutes of the General Meeting of Shareholders.
- For a joint-stock company, if the change of legal representative does not modify the company’s charter, except for the name, signature, and other details of the legal representative: Decision and certified copy of the minutes of the Board of Directors’ meeting.
Note: If the person submitting the documents is not the owner or legal representative, the authorized person must submit a certified copy of their personal identification documents, such as a Citizen Identification Card/Identity Card or valid Passport.
For further reference:
3 Procedure for Changing the Legal Representative
The steps to change the legal representative as per the regulations are as follows:
Step 1: Submit the documents for the procedure.
There are two ways to submit the documents:
- Method 1: Submit the documents in person at the Business Registration Office under the Department of Planning and Investment where the enterprise’s head office is located.
- Method 2: Submit the documents online through the National Portal on Business Registration using a business registration account or a public digital signature (for Hanoi and Ho Chi Minh City, online submission is mandatory).
The procedure for resolving the dossier is not complicated if the documents are complete and comply with the regulations.
Step 2: The documents are received and processed.
If the documents are valid, you will receive a certificate of successful change of the legal representative. If the documents are incomplete or invalid, you will be notified of the necessary amendments and supplements.
Step 3: Receive the results. The processing time is approximately 3 days from the date of receiving the documents. The processing fee is 50,000 VND/time according to Circular No. 47/2019/TT-BTC.
Changing the legal representative can be a smooth and swift process if you are aware of the necessary procedures and information. We hope that through this article, we have provided you with valuable insights.
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