Procedures for changing the representative

The Company may have more than one legal representative and is subject to change. The procedure for changing the legal representative in 2022 is one of the procedures for changing business registration that is relatively easy and easy to implement. However, there are a few things to keep in mind. The article will help you handle that part

1. Legal grounds

– Law on Enterprises 2020

– Decree 01-2021/ND-CP

2. Legal representative

According to articles 12 and 13 of the Enterprise Law 2020, the legal representative has the following obligations and responsibilities:

“Article 12. The legal representative of enterprises

1. The legal representative of an enterprise is an individual representing the enterprise to exercise the rights and obligations arising from the transaction of the enterprise, representing the enterprise in the capacity of the petitioner for settlement of civil matters. parties, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts and other rights and obligations as prescribed by law.”

Note: Limited liability companies and joint-stock companies may have one or more legal representatives. The company’s charter specifies the number and management titles and rights and obligations of the legal representative of the enterprise.

“Article 13. Responsibilities of the legal representative of the enterprise

1. The legal representative of an enterprise has the following responsibilities:

a) To perform the assigned rights and obligations honestly, carefully, and in the best way to ensure the legitimate interests of the enterprise;

b) Loyalty to the interests of the enterprise; not abuse their position and position and use information, know-how, business opportunities, and other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) To promptly, fully, and accurately notify the enterprise of which they and their related persons own or have shares or contributed capital following this Law.

2. The legal representative of the enterprise is personally liable for damage to the enterprise due to the violation of the liability specified in Clause 1 of this Article.”

3. Dossier for change of legal representative

Change of legal representative’s profile

– Notice of change of legal representative according to Appendix II-2 Circular 01/2021/TT-BKHĐT;

– A copy of the identity card/passport / identity card of the new legal representative;

– Letter of introduction or authorization for a third party to carry out activities with relevant state agencies.

– Attached to the notice, depending on the type of business, the dossier also includes one of the following documents:

• Resolutions and decisions of the business owner, for limited liability companies;
• Resolutions, decisions, and copies of minutes of meetings of the Members’ Council, for limited liability companies with two or more members.
• Resolution and copy of minutes of the meeting of the general meeting of shareholders, for joint-stock companies in case of change of legal representative together with the change of title of the legal representative;
• Or Resolution, decision, and copy of the minutes of the meeting of the Board of Directors, for joint-stock companies, in case the change of the legal representative does not change the title of the legal representative.

4. Procedures for changing the legal representative

Step 1: Prepare documents for drafting the above documents or through the service to be supported in drafting all documents by regulations.

Step 2: Submit application and fee Enterprises submit documents in person, electronically, or by post, depending on the place of business registration. Most provinces/cities have now stepped up the reception of change dossiers through the National Portal on Business Registration.

Companies must pay a fee when they request a change of agent.

Step 3: Receive results Enterprises receive results directly at the business registration office or by post.

The result is an Enterprise Registration Certificate with information of the new legal representative.

Time and cost of changing the legal representative

According to the provisions of the Enterprise Law 2020, the time limit for the business registration agency to process the application for change of the legal representative is 03 working days from the date of request valid date of receipt.

When submitting the application through the National Portal on business registration, the enterprise must pay a fee for notification of changes in the business registration information of 100,000 VND.