The possibility of changing the legal representative of a joint stock company

Changing the legal representative of a joint stock company is a legal procedure prescribed in the Law on Enterprises. This process requires the participation of the general meeting of shareholders, the board of directors and the business registration authority. Processing time and costs for implementing the procedure to change the legal representative may vary depending on each specific case. The following article will guide customers in detail about the implementation process.

What is the legal representative of a business?

According to the provisions of Clause 1, Article 12 of 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, representing the enterprise. career as a requester to resolve a civil matter, plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.

If the company has more than one legal representative, the company charter specifically stipulates the rights and obligations of each legal representative. In cases where the company charter does not clearly stipulate, each legal representative of the company is a competent representative of the business before a third party. All legal representatives must be jointly responsible for damages caused to the enterprise according to the provisions of law.

Enterprises must ensure that they always have at least one legal representative residing in Vietnam.

Legal basis: Clause 1, Clause 2, Clause 3, Article 12, Article 13 of the Law on Enterprises 2020.

Legal regulations on changing the legal representative of a joint stock company

Cases where changing representatives is allowed

According to the Law on Enterprises 2020, some cases where it is allowed to change the legal representative of a joint stock company are:

• For businesses with only one legal representative remaining and this person is absent from Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the legal representative of the business;
• The legal representative dies, is missing, is being prosecuted for criminal liability, is in temporary detention, is serving a prison sentence, is serving administrative measures at a compulsory drug detoxification facility, or a detention facility. compulsory education;
• The legal representative has limited or lost civil act capacity, has difficulty in cognition and behavior control, and is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs.

In this case, the company owner, the Board of Members, and the Board of Directors shall appoint another person to be the legal representative of the company and carry out the procedures for changing the representative according to the law. .

Legal basis: Clause 5, Article 12 of the Law on Enterprises 2020.

Authority to decide to change the legal representative of a joint stock company

The authority to decide to change the legal representative of a joint stock company is specifically stipulated in the Enterprise Law and the company’s Charter. The authority to appoint, dismiss, dismiss, and replace the legal representative of a joint stock company belongs to the General Meeting of Shareholders or the Board of Directors. Specifically:

• If the company charter stipulates that the legal representative is the Chairman of the Board of Directors, then the change of legal representative will be decided by the General Meeting of Shareholders through the election of the Chairman of the Board of Directors. new.
• In cases where the Company Charter stipulates that the legal representative is the General Director/Director, the authority to decide on changes usually belongs to the Board of Directors, unless the Company Charter stipulates otherwise.

Legal basis: Article 27 of the Law on Enterprises 2020.

Procedure for changing the legal representative of a joint stock company

Organize the General Meeting of Shareholders

The Board of Directors is responsible for convening the General Meeting of Shareholders in accordance with the provisions of the Enterprise Law and the Company’s Charter. The meeting invitation must be sent to shareholders with the right to attend the meeting at least 21 days before the opening date, accompanied by the meeting agenda and related documents.

During the meeting, if the company Charter does not have other provisions, the resolution of the General Meeting of Shareholders must be passed by voting at the General Meeting of Shareholders on changing the legal representative. . After the resolution is passed, the company needs to prepare minutes of the General Meeting of Shareholders.

Legal basis: Article 139, Article 140, Article 141, Article 142, Article 143, Article 144, Article 145, Article 146, Article 147, Article 148, Article 149, Article 150 of the Law on Enterprises 2020.

Pass a resolution to change the representative

After the General Meeting of Shareholders or the Board of Directors (depending on the provisions in the company’s Charter) has met and voted to change the legal representative, the company needs to issue an official resolution on this. The resolution to change the legal representative must be made in writing and have full content according to the provisions of the Enterprise Law.

This resolution needs to be signed by the Chairman of the meeting and the person taking the minutes (for resolutions of the General Meeting of Shareholders) or the Chairman of the Board of Directors (for resolutions of the Board of Directors). The resolution is an important legal basis for the company to carry out change registration procedures with the business registration agency.

Legal basis: Point c, Clause 1, Article 50 of Decree 01/2021/ND-CP on Business Registration.

Prepare change documents

After there is a resolution to change the legal representative, the joint stock company needs to prepare documents to register the change according to the provisions of law. This dossier includes the following documents:

• Notice of change in business registration content (prescribed form).
• Resolution of the General Meeting of Shareholders or Board of Directors on changing the legal representative.
• A valid copy of one of the personal identification documents of the new legal representative (ID card/CCCD/Passport).
• Document confirming the change of legal representative of the foreign-invested company (if any).

In addition, the company needs to prepare a copy of the amended Company Charter (if there are changes in content related to the legal representative in the Charter). All documents in the file must be fully and accurately declared and signed by the current legal representative or legally authorized person.

Legal basis: Article 50, Article 64 of Decree 01/2021/ND-CP on Business Registration.

Carry out change procedures at the business registration agency

After completing the preparation of documents, the joint stock company needs to submit an application to change the legal representative at the business registration agency where the company’s headquarters is located. This procedure can be done directly at the business registration office or through the National Business Registration Portal.

The time limit for processing a registration application to change a legal representative is usually 3 working days from the date of receipt of a complete and valid application. In case the dossier is not valid, the business registration agency will notify the company in writing of the amendment and supplementation requirements.

After the application is approved, the business registration agency will issue a new Business Registration Certificate to the company, which records information about the new legal representative. From this point on, the change of the legal representative of the joint stock company officially takes legal effect.

Legal basis: Article 32, Article 33, Article 34, Article 44, Article 45, Clause 4 Article 50 Decree 01/2021/ND-CP on Business Registration.

Consulting on changing the legal representative of a joint stock company in Long Phan

Long Phan clearly understands the challenges that joint stock companies face when changing their legal representatives. Therefore, Long Phan’s services are designed to minimize the time and effort of the company’s leadership, while ensuring compliance with legal regulations. Long Phan’s team of experts will support customers throughout the process, from initial consultation to completing procedures and updating information on the company’s legal documents.

Long Phan provides professional consulting support services on changing legal representatives for joint stock companies. With a team of experienced experts in the field of corporate legal affairs, Long Phan brings comprehensive and effective solutions to customers. When using Long Phan’s services, customers are guaranteed about the accuracy and effectiveness of the change process. Long Phan provides high quality services with competitive fees, suitable to the needs and conditions of each business.

Above is an article about changing the legal representative of a joint stock company that Long Phan sent to customers. The order and procedures for changing the legal representative must comply with the provisions of law. If you have any questions that need to be answered about the procedures for changing the business representative or related issues, please contact Long Phan via hotline 090.673.5386 for consulting support.