Registration of change of the legal representative of limited liability company, joint stock company

Note: The company’s legal representative is responsible for registration within 10 days from the date that the change occurs.

• The company submits documents on change of the legal representative of limited liability company, joint stock company to the Business registration office where the company is issued the Enterprise registration certificate. Documents include the Notice on change of legal representative and documents specified in section c (Documents).

• The Notice on change of the legal representative includes the following contents:

a. Name, Business No., Tax code or Enterprise registration certificate No. (if without Business No., Tax code);

b. Full name, ID Card No., Passport No. or other personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP, position, permanent residence of the current company’s legal representative and the person added, replaced to be the company’s legal representative;

c. Name and signature of one of the following individuals:

- The company’s owner for one member limited liability company with the owner as individual.

- Chairman of the Board member or Chairman of the company for one member limited liability company with the owner as organization.

- Chairman of the Board of Members for limited liability company with more than two members. In case the Chairman of the Board of Members is the legal representative, the new Chairman of the Board of Members voted by the Board of Members will be the person signing the Notice.

- Chairman of the Board of Members for joint stock company. In case the Chairman of the Board of Members is the legal representative, the new Board Chairman voted by the Board of Directors will be the person signing the Notice.

In case the Chairman of the Board of Members, the Chairman of the company or the Board of Directors of the company runs away from the permanent residence, is put in temporary detention, get mental illness or other diseases that cannot be aware, self-controlled or refuses to sign the Notice of the company, the change of the company’s legal representative  must have names and signatures of all members of the Board of Members, the company’s owner or members of Board of directors who attended and voted for the new company’s legal representative.

b) Implementation method

• The company directly submits documents on change of content of Enterprise registration certificate to the Business registration office where the company registered its head office or the legal representative submits documents via electronic network according to the procedures on the National Information Portal on enterprise registration.

• Upon receiving the Notice of the company on change of the legal representative, the Business registration office issues the receipt, checks the validity of documents and issues the Enterprise registration certificate to the company.

c) Documents, including:

• Notice on change of the legal representative (Annex II-2, Circular No. 20/2015/TT-BKHDT);

• A valid copy of one of the personal identification papers of the person added, replaced to be the company’s legal representative;

• Decision of the company’s owner for limited liability company;

• Decision and valid copy of meeting record of the Board of Members for limited liability company with more than two members on changing the legal representative;

• Decision and valid copy of meeting record of the General Meeting of Shareholders for joint stock company on changing the legal representative in case the change of legal representative makes changes in the company’s charter;

• Decision and valid copy of meeting record of the Board of Directors for joint stock company in case the change of legal representative does not make changes in the company’s charter other than full name, signature of the company’s legal representative defined in Article 25 of Enterprise Law

Note: Decisions and meeting records must specify the contents amended in the company’s charter.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within three (03) working days, after receipt of full valid documents

e) Implementing agency: Business registration office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Enterprise registration certificate/ Notice on amending and supplementing enterprise registration documents.

i) Fee: VND 200,000/ time (Circular No. 176/2012/TT-BTC) (Payment at time of filling).

k) Name of form, declaration:

• Notice on change of the legal representative (Annex II-2, Circular No. 20/2015/TT-BKHDT);

l) Requirements and conditions for procedure implementation: Defined in Article 28, 29, 31 of the Enterprise Law and Article 43 of Decree No. 78/2015/ND-CP.

m) Legal basis of administrative procedures:

·      The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

·      Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

·      Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

·      Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee  (Circular No. 176/2012/TT-BTC