Notes when changing legal representative to a foreigner

Changing legal representative to a foreigner becomes popular when Vietnamese businesses need to invite foreigners to work as managers in certain areas allowed by law. So in the process of changing legal representatives to a foreigner, what should businesses pay attention to? The following article will answer the above question and provide some other information related to this procedure. We welcome you to follow us.

Conditions for foreigners to be legal representatives of businesses

Based on Clauses 1 and 3, Article 12 of the Law on Enterprises 2020, it can be seen that Vietnamese law does not prohibit foreigners from becoming legal representatives of enterprises, as long as they meet the following conditions:

• Be a person 18 years of age or older, with full civil act capacity, according to Clauses 5 and 6, Article 12, Point dd, Clause 2, Article 17 of the Law on Enterprise 2020;
• Not subject to the ban on managing and establishing enterprises as prescribed in Clause 2, Article 17 of the Law on Enterprises;
• Is a person who has not violated the law and has no criminal record for violating national security;
• Have professional qualifications suitable for the position of business representative in Vietnam.

Things to note when changing a foreign legal representative

Below are some notes for businesses when changing foreign legal representatives:

• Pursuant to Clause 3, Article 12 of the Law on Enterprises 2020, businesses must always ensure that at least one legal representative resides in Vietnam. Therefore, if only one foreigner is appointed to the position of legal representatives of the enterprise, that person must reside in Vietnam.
• If a foreigner is the legal representative of a company operating in a conditional business line, this person must meet the legal conditions, according to Clause 1, Article 8 of the Law on Enterprises 2020, Clause 3 Article 7 Decree 01/2021/ND-CP.
• When the company’s charter stipulates that a specific position is the legal representative of the company, changing the person holding that position will mean changing legal representatives.

Depending on each case, changing legal representatives of the enterprise will lead to a change in the charter of the enterprise.

Procedures for changing legal representative who is a foreigner

Prepared documents

In order for a foreigner to become a legal representative in Vietnam, businesses need to prepare documents to apply for a work permit for the position chosen to be legal representatives, and documents to register to change the person. Legal representatives of the enterprise.

In case the representative already has a work permit, based on Clause 1, Article 50 of Decree 01/2021/ND-CP, the registration dossier to change the legal representative will include:

• Notice of change of legal representative;
• A true copy of the individual’s legal documents for the legal representative and must be consular legalized, unless the true copy is exempt from legalization as prescribed in Article 9 of Decree No. 111 /2011/ND-CP;
• Resolutions and decisions of the company owner for one-member limited liability companies; Resolutions, decisions and copies of minutes of meetings of the Board of Members for limited liability companies with two or more members on changing the legal representative;
• Resolution and copy of minutes of the General Meeting of Shareholders for joint stock companies on changing the legal representative in case changing the legal representative changes the content of the company’s Charter;
• Resolutions, decisions and copies of minutes of meetings of the Board of Directors for joint stock companies in cases where changing the legal representative does not change the content of the company’s Charter other than the full name and full name, signature of the company’s legal representative specified in Article 24 of the Law on Enterprise.

Procedure order

In the case of a new representative coming to Vietnam from abroad, if they do not yet have a work permit, they need to apply for a work permit first. Therefore, the steps to change a foreign representative are as follows:

Step 1: Apply for a work permit for foreigners.

Pursuant to Article 11 of Decree 152/2020/ND-CP, the process for issuing work permits is as follows:

• At least 15 days in advance from the date the foreign worker is expected to start working in Vietnam, the person submitting the application for a work permit shall send it to the Department of Labor, War Invalids and Social Affairs where the foreign worker is located. unexpected work.
• Within 05 working days from the date of receiving a complete application for a work permit, the Department of Labor, War Invalids and Social Affairs where the foreign worker is expected to work will issue a work permit to the employee. foreign workers. In case a work permit is not issued, there will be a written response clearly stating the reason.

Step 2: Register to change legal representatives of the enterprise

Pursuant to Article 44 of Decree 01/2021/ND-CP, if an enterprise registers to change its legal representatives via an electronic network using public digital signatures, the steps will be:

• The applicant declares information, downloads electronic documents, signs and authenticates the business registration application via the electronic information network and pays business registration fees and charges according to the process on the national information portal about business registration (https://dangkykinhdoanh.gov.vn).
• After completing the submission of the business registration application, the applicant will receive a Receipt of the business registration application via the electronic information network.
• In case the application meets the conditions for business registration, the Business Registration Office shall issue business registration and notify the enterprise of the business registration. In case the dossier does not meet the conditions for business registration, the Business Registration Office sends a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

If an enterprise uses the Business Registration Account to change legal representatives, based on Article 45 of Decree 01/2021/ND-CP:

• The applicant uses the Business Registration Account to submit and authenticate the business registration application, pay business registration fees and charges according to the process on the National Business Registration Portal.

In case of authorization to carry out the above procedures, there must be a written authorization with contact information of the authorizer to authenticate the submission of business registration documents via electronic information network.

• The applicant will then receive a receipt of the business registration application via the electronic information network.
• The Business Registration Office issues business registration to businesses in case the application is eligible and notifies the business about the issuance of business registration. In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

Competent authority and time limit for resolution

Pursuant to Clause 2, Article 11 of Decree 152/2020/ND-CP, the agency competent to handle requests for work permits for foreigners is the Ministry of Labor, War Invalids and Social Affairs or the Department of Labor – War Invalids and Society where foreign workers attend. The time limit for processing a request is 05 working days from the date of receiving a complete application for a work permit.

Pursuant to Clause 1, Article 50 of Decree 01/2021/ND-CP, the agency competent to resolve requests to change legal representatives of an enterprise is the Business Registration Office where the company’s head office is located. The processing time limit will be 03 working days from the date of receipt of complete and valid documents as prescribed in Clause 3, Article 30 of the Law on Enterprises 2020.

Consulting and support services for changing legal representatives who are foreigners

During the process of changing a foreign legal representative, there will be times when you feel confused because of the procedures prescribed in the law. Therefore, if you need business legal support, please contact Long Phan Consulting Company. With his professional experience, Long Phan Consulting Company will advise and support you:

• Consulting on the steps to apply to change the legal representative who is a foreigner;
• Consulting and supporting foreigners to meet the conditions to become legal representatives for legal businesses in Vietnam;
• Support in preparing dossiers and documents to request change of legal representative who is a foreigner;
• Monitor the process of processing documents to change the legal representative who is a foreigner and assist in resolving arising problems;
• On behalf of customers, work with state agencies on changing the legal representative who is a foreigner;
• Hand over the results of changing foreign legal representatives to the customer.

Frequently Asked Questions

Below are some frequently asked questions when changing the legal representative to a foreigner.

Must the foreign legal representative have a specific type of visa?

Yes, they will likely need a work visa or a temporary residence card, depending on the length of their stay and employment.

What are the tax obligations of a foreign legal representative in Vietnam?

Foreign legal representatives are subject to Vietnamese personal income tax on their earnings and may also have to pay other taxes depending on their activities.

What are the legal responsibilities of a foreign legal representative?

They are responsible for ensuring the company operates within the bounds of Vietnamese law, fulfilling tax obligations, and representing the company in legal matters.

What is consular legalization, and why is it necessary?

Consular legalization is the process of authenticating foreign documents so they are recognized by Vietnamese authorities. It is necessary to prove the validity of foreign documents.

What happens if the foreign legal representative’s work permit expires?

The company must apply for a renewal of the work permit before it expires. If it expires, the foreign representative will be working illegally.

Conclude

If you need any more information about the procedure for registering to change foreign legal representatives, please contact Long Phan Consulting Company via the hotline 0906.735.386 for quick, enthusiastic advice.