Changing the legal representative of a one-member LLC

Changing the legal representative of a one-member LLC is an important procedure that helps businesses promptly adjust key personnel in accordance with development orientation or practical requirements. Implementing the correct process according to legal regulations not only helps ensure the legality of all business activities of the company but also limits risks of legal liability and transaction relationships with partners.

Competent authority to handle changes

The Business Registration Office under the Department of Planning and Investment of the province or centrally run city where the company is headquartered is the only agency with authority to handle procedures for changing the legal representative of a one-member LLC. This is a mandatory regulation according to Clause 1, Article 50, Decree No. 01/2021/ND-CP on business registration.

The business registration agency is responsible for receiving, appraising documents and issuing the adjusted Business Registration Certificate within the prescribed time limit. Concentrating settlement authority at one focal point helps simplify administrative procedures and create convenience for businesses when making changes.

In addition, businesses can carry out online procedures through the National Business Registration Portal. This method helps save time, travel costs and simplifies the application process, consistent with the current trend of digital transformation in administrative reform.

Currently, some cities and provinces only accept online applications, businesses need to look up carefully before submitting to avoid errors.

Procedures for changing the legal representative of a one-member LLC

To carry out the procedure for changing the legal representative of a one-member LLC, your business needs to master the following knowledge.

Document components need to be prepared

According to the provisions of Clause 1, Article 50, Decree No. 01/2021/ND-CP, the dossier to change the legal representative of a one-member LLC includes:

• Notice of change of legal representative according to the form at Appendix II-2 Circular 01/2021/TT-BKHDT signed by the company president;
• Decision of the company owner to change the legal representative;
• A valid copy of the new legal representative’s legal documents, which can be a valid Citizen Identification Card, Identity Card or Passport;
• Authorization document for the person to submit documents and receive results if not a legal representative (this document is not required to be notarized or authenticated);
• Valid copy of personal legal documents of the person authorized to perform the procedure (if any).

Full and accurate preparation of these documents will help the change process take place quickly and effectively, avoiding the need to supplement and adjust documents many times.

>>> See more: What does the dossier for changing the legal representative include?

Procedure for changing legal representative

The process of changing the legal representative of a one-member LLC needs to follow the strict order prescribed by Article 33 and Article 50 of Decree No. 01/2021/ND-CP.  This process is specified through the following steps:

Step 1: Decision to change legal representative

The company owner decides to change the legal representative. This decision should clearly state information about the new legal representative, the effective date of the change and related issues.

>>> REFERENCE: SAMPLE DECISION TO CHANGE THE LEGAL REPRESENTATIVE OF A ONE MEMBER LIMITED COMPANY

Step 2: Prepare and submit documents to make changes

Next, businesses prepare complete documents according to regulations. Documents should be thoroughly checked to ensure completeness, accuracy and validity before submission.

Then, the enterprise submits the application to the Business Registration Office under the Department of Planning and Investment where the enterprise is headquartered.

The form of application submission is prescribed as follows:

• Submit directly at the facility;
• Submit via public postal service;
• Submit online via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Step 3: Appraise documents and issue change certificates

Within 03 working days from the date of receipt of complete and valid documents, the Business Registration Office will issue a Business Registration Certificate with updated content.

In case the dossier is not valid, the Business Registration Office must notify in writing the content that needs to be amended or supplemented to the business founder or enterprise within 03 working days from the date of receipt of the dossier.

Is there a fee to change the legal representative of an LLC?

According to the provisions of the Table of Business Registration Fees and Charges (Issued together with Circular No. 47/2019/TT-BTC dated August 5, 2019 of the Minister of Finance), the procedure for changing the legal representative of a one-member limited liability company incurs a number of fees and charges.

Accordingly, the business registration fee for changing business registration content is 50,000 VND for each change. This fee is applied uniformly nationwide and is paid at the time of submitting the change registration application. This is an official and mandatory fee according to the law.

Consulting services on procedures for changing the legal representative of a one-member LLC at Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive consulting and support services for businesses during the process of implementing procedures for notification of change of legal representative, helping businesses save time and ensure high accuracy of records.

Long Phan Consulting Company’s consulting and package selection support services include:

• In-depth advice on cases of changing legal representatives;
• Representing customers to prepare documents to make changes;
• Support customer representatives to work with competent state agencies on procedures to change legal representatives;
• Regularly update and inform about the status of the settlement with customers;
• Support to answer customers’ questions when carrying out procedures to change legal representatives.

The team of experts at Long Phan Consulting Company has many years of experience in the field of business registration and changing business registration. We have a deep understanding of Enterprise law and related legal documents, ensuring to provide customers with the most suitable solution for each specific case.

Frequently asked questions

Below are frequently asked questions about the procedures for changing the legal representative of one-member LLC.

What documents are needed to change the legal representative if the company owner remains the same?

You will need notice of change of legal representative (according to the form of the Ministry of Planning and Investment), the owner’s decision on the change, and a notarized copy of the new representative’s valid personal legal documents (identity card, citizen identification card or passport).

What is the procedure if both the owner and the legal representative are changed at the same time?

This situation requires documents related to the transfer of ownership (for example, capital transfer contract) and documents to change the legal representative (notification, decision of the new owner, identification documents of the new representative).

If only the company owner changes, but the legal representative remains the same, what documents are needed?

In this case, you mainly need documents related to the change of ownership, such as the transfer contract and updated membership register, along with the notice of change of owner information.

Can a foreigner be the legal representative of a LLC?

Yes, foreigners can be legal representatives, provided they have a valid passport and meet the legal requirements. Their information will be included in the change notice and their passport will be part of the file.

What happens if the current legal representative is unable to perform his or her duties?

The owner will need to issue a decision to appoint a new legal representative according to the standard change process. Documents confirming the previous representative’s inability to perform duties may be required depending on the specific situation.

What are the responsibilities of the old legal representative after the change?

The old legal representative is no longer allowed to act on behalf of the company once the change is officially registered. However, they may still be liable for actions taken while they were an agent.

What rights and obligations does the new legal representative have?

The new legal representative has the right to manage and represent the company in all legal matters, according to the provisions of the company’s charter and Vietnamese law. They are also responsible for ensuring the company complies with all legal obligations.

Conclude

Changing the legal representative of a one-member LLC requires full preparation of documents and proper procedures to ensure the change is legally recognized. If you need professional and comprehensive support, please contact Long Phan Consulting Company immediately via the hotline: 1900636389 for in-depth advice and support to carry out procedures quickly and effectively.