Instructions for changing the legal representative of a joint stock company

Changing the legal representative of the joint stock company brings many practical benefits to businesses. Correct implementation of the process not only protects the company’s interests but also creates favorable conditions in transactions with partners and customers. Please refer to the following article by Long Phan to get more detailed information on the steps to perform this procedure.

General regulations on legal representatives of joint stock companies

The Law on Enterprise 2020 clearly regulates the legal representative of a joint stock company. Article 12 of this Law allows a joint stock company to have more than one legal representative. The number of representatives is specified in the Enterprise Charter.

In case a joint stock company has two or more legal representatives, the Chairman of the Board of Directors and the Director or General Director are of course the legal representatives. If there is only one representative, it can be the Chairman of the Board of Directors or the Director/General Director, depending on the provisions of the company’s Charter.

In addition, the Law on Enterprise requires at least one legal representative to reside in Vietnam. If there is only one representative and this person leaves the country, they must authorize another person in writing to exercise their rights and obligations. In case the representative is absent for more than 30 days without authorization or cannot perform his/her duties, the Board of Directors will appoint someone else to be the legal representative of the company.

Procedures for changing the legal representative of a joint stock company

Profile components

According to Article 50 of Decree 01/2021/ND-CP, documents to change the legal representative include:

• Notice of change of legal representative (Form prescribed in Appendix II-2, Circular No. 01/2021/TT-BKHDT);
• Copies of personal legal documents for the new 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.

These documents must be prepared fully and accurately to ensure the change process goes smoothly. Enterprises need to note that resolutions and meeting minutes must accurately reflect the decisions of competent authorities within the company.

Execution order

Pursuant to Article 50 of Decree 01/2021/ND-CP. The process for changing the legal representative is carried out as follows:

Step 1: Submit application

Applications can be submitted through the following forms:

• Submit directly to the Business Registration Office where the company’s headquarters is located.
• Through postal service.
• Submit online application at the National Business Registration Portal using a business registration account or public digital signature.

Step 2: After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and issues a Business Registration Certificate to the business. Within 03 (three) working days from the date of receipt of complete and valid documents.

Enterprises need to closely monitor the application processing process and be ready to supplement information if requested by the business registration agency. Complying with the correct process and deadlines will help the change process take place quickly and effectively.

Notes after changing the legal representative of a joint stock company

After completing the procedure to change the legal representative, businesses need to pay attention to a number of important issues:

First, you need to update the account holder information at the bank. This ensures continuity in the company’s financial transactions and avoids confusion with old information.

Next, for sub-licenses such as food hygiene and safety licenses, transportation service business licenses, and fire prevention certificates, businesses need to carry out procedures to change representative information according to the law on these licenses.

Enterprises also need to notify customers, partners, tax and insurance authorities about the change of legal representative. This helps maintain business relationships and ensure transparency in company operations.

In case changing the legal representative changes the content of the charter, the meeting minutes must clearly state the changed content. This ensures legality and consistency in company documents.

Consulting services for changing the legal representative of a joint stock company

To ensure the process of changing the legal representative goes smoothly and in accordance with regulations, you can choose to use Long Phan’s consulting services. With knowledge in the business field, Long Phan will help you carry out accurate and effective procedures for changing representatives. Consulting and support at Long Phan includes the following services:

• Consulting on business establishment and business registration.
• Support customers in preparing documents to change the legal representative of the joint stock company.
• Consulting and guiding the order and procedures for changing the legal representative of a joint stock company.
• Representing customers to carry out procedures at state agencies.
• Support for changing business registration and corporate legal procedures.
• Corporate legal consulting and dispute resolution.

Changing the legal representative is an important step in corporate governance, requiring caution and compliance with legal regulations. Customers can perform this process themselves or use professional consulting services to ensure the process goes smoothly. For detailed support and free consultation, please contact Long Phan via hotline 0906735386. Long Phan believes that with our support, you will complete the procedure to change your legal representative quickly and effectively.