What does the dossier for changing the legal representative include?

Document for changing the legal representative includes necessary legal documents when a business carries out procedures to change representatives according to the provisions of the Law on Enterprise 2020. This process requires the preparation of complete and accurate documents for each type of business: limited company, joint stock company, partnership or private enterprise. The article below analyzes in detail the dossier components according to current legal regulations.

When to perform the procedure to notify change of legal representative?

Enterprises need to carry out procedures for notifying the change of legal representative when there is a change in the individual representing the enterprise. Pursuant to Article 12 of the Law on Enterprise 2020, the legal representative is the individual who represents the enterprise to exercise the rights and obligations arising from the enterprise’s transactions. This change is part of the business registration content, recorded in the Business Registration Certificate according to Article 28 of the Law on Enterprises 2020.

Cases where procedures for changing the legal representative must be carried out include:

• When there is a resolution or decision of the competent authority on changing the legal representative.
• When the current legal representative does not meet the prescribed conditions.
• When the current legal representative resigns or is dismissed.
• When the legal representative dies, is missing, is detained, is serving a prison sentence or other force majeure cases.
• When a business decides to change its legal representative.

Enterprises must register to change the legal representative within 10 days from the date of the decision to change, complying with the provisions of Article 30 of the Law on Enterprises 2020. Failure to carry out the change registration procedure on time can lead to administrative sanctions according to regulations.

Document for changing the legal representative

Depending on the type of business, documents for changing the legal representatives are also different:

Documents for changing the legal representative of a limited liability company or joint stock company

According to Clause 1, Article 50 of Decree 01/2021/ND-CP, documents for changing the legal representative of limited liability companies and joint stock companies include specific documents. Preparing complete documents helps businesses complete procedures quickly and avoid having documents returned. The Business Registration Office will check the validity of the documents before issuing the Business Registration Certificate.

Documents for changing the legal representative of a limited liability company or joint stock company include:

• Notice of change of legal representative (according to Form Appendix II-2 issued with Circular 01/2021/TT-BKHDT).
• Copies of personal legal documents for the new legal representative.
• Resolutions and decisions of the company owner for a one-member limited liability company.
• Resolutions, decisions and copies of minutes of meetings of the Board of Members for LLCs with two or more members.
• Resolution and copy of minutes of the General Meeting of Shareholders for joint stock companies (in case changing the legal representative changes the content of the company’s Charter).
• Resolutions, decisions and copies of Board of Directors meeting minutes for joint stock companies (in case changing the legal representative does not change the content of the company’s Charter other than the content of the legal representative’s full name and signature) as prescribed in Article 24 of the Law on Enterprises 2020.
• Authorization document and a copy of the authorized person’s legal documents in case of authorizing another individual to submit the application.

Personal legal documents for the new legal representative include one of the following documents: Citizen identification card, ID card or valid Vietnamese Passport for Vietnamese citizens; Foreign passport or valid document replacing a valid foreign passport for foreigners.

Documents to change the legal representative of the partnership company

According to the provisions of Clause 1, Article 184 of the Law on Enterprises 2020, general partners are the legal representatives of the partnership company. Therefore, changing the legal representative means changing the company’s general partners. This process complies with the regulations on terminating partnership membership and accepting new partnership members according to Articles 185 and 186 of the Law on Enterprise 2020.

Documents for changing partnership members include:

• Notice of change in business registration content signed by the legal representative of the enterprise.
• List of members of a partnership as prescribed in Article 25 of the Law on Enterprises 2020, does not include declaration of capital contributing members.
• Copy of personal legal documents for new partnership members.
• Authorization document and a copy of the authorized person’s legal documents in case of authorizing another individual to submit the application.

After receiving the business registration application, the Business Registration Office will issue a Receipt, check the validity of the application and issue a Business Registration Certificate to the enterprise. The legal basis for this procedure is Article 49 of Decree 01/2021/ND-CP.

Documents for changing the legal representative of a private enterprise

According to the provisions of Clause 3, Article 190 of the Law on Enterprise 2020, the owner of a private enterprise is the legal representative of the private enterprise. Therefore, changing the legal representative is changing the owner of a private enterprise. Article 54 of Decree 01/2021/ND-CP provides detailed regulations on this procedure.

Documents for changing owners of private enterprises include:

• Notice of change in business registration content with signatures of the seller, donor, buyer, and recipient of a private enterprise (in case of sale or donation to a private enterprise); or signature of the heir (in case the owner of a private enterprise dies).
• Copies of personal legal documents for buyers, recipients of private businesses, and heirs.
• Sales contract or documents proving completion of the sale (in case of sale of a private enterprise); donation contract (in case of donation to a private enterprise); Copy of document certifying the legal inheritance rights of the heir (in case of inheritance).
• Authorization document and a copy of the authorized person’s legal documents in case of authorizing another individual to submit the application.

In case the owner of a private enterprise sells or donates to the enterprise or the owner of a private enterprise dies, the buyer, the recipient, or the heir must submit an application to change the owner of the private enterprise to the Business Registration Office where the enterprise is headquartered.

What should businesses do after changing their legal representative?

After completing the procedure to change the legal representative, businesses need to perform a number of follow-up tasks to ensure compliance with legal regulations and business continuity. These jobs help update new representative information with state management agencies, business partners and within the enterprise.

Tasks that businesses need to perform after changing the legal representative include:

• Publicly announce the change of legal representative on the National Information Portal on business registration according to the provisions of Article 32 of the Law on Enterprises 2020;
• Register to change sample signature at the bank where the business opens an account;
• Notify the change of legal representative to the tax authority;
• Update new legal representative information on invoices, vouchers, and transaction documents of the business;
• Notify partners and customers about the change of legal representative;
• Carry out authorization procedures (if necessary) for the new legal representative;

Fully performing the above tasks helps businesses avoid legal risks during business operations and ensure continuity in transactions with partners and state agencies.

Notification service for changes in business registration content at Long Phan Consulting Company

Long Phan Consulting Company provides professional services on procedures for changing legal representatives for businesses. With a team of experienced experts, we support businesses in completing documents in accordance with regulations, ensuring procedural progress and results.

Notification service for changes in business registration content at Long Phan Consulting Company includes:

• Consulting on processes and procedures for changing legal representatives suitable for each type of business.
• Support drafting documents and forms in change records.
• Check and review documents to ensure accuracy and completeness according to regulations.
• Submit documents and track results at the Business Registration Office.
• Receive and hand over results to the business.
• Guide businesses on the next steps after changing the legal representative.

With many years of experience in the field of business consulting, Long Phan Consulting Company is committed to providing quality and effective services, helping businesses save time, costs and avoid legal risks during the process of changing legal representatives.

Some frequently asked questions

Below are frequently asked questions about documents to change legal representative, please refer to:

What is the prescribed time limit for registering a change of legal representative?

Enterprises must register to change the legal representative within 10 days from the date of the decision to change.

What happens if a business does not register to change its legal representative on time?

Failure to carry out the change registration procedure on time may result in administrative sanctions according to the provisions of law.

What legal documents are accepted for the new legal representative?

Personal legal documents for the new legal representative include one of the following documents: Citizen identification card, ID card or valid Vietnamese Passport for Vietnamese citizens; Foreign passport or valid document replacing a valid foreign passport for foreigners.

What should you keep in mind when changing the legal representative of a partnership?

According to the law, a general partner will be the legal representative of the partnership, so changing the legal representative means changing the general partner of the company.

In case the owner of a private enterprise dies, who will be the new legal representative?

In that case, the legal heir of the private enterprise owner will be the new legal representative.

Besides the business registration agency, which agencies do businesses need to notify about changing the legal representative?

In addition to the business registration agency, businesses also need to notify the bank where the business opens an account and the tax authority.

What is the difference between the representative change profile of a joint stock company and that of a two-member limited liability company?

The main difference is that a joint stock company needs to submit a Resolution and a copy of the minutes of the General Meeting of Shareholders or the Board of Directors. A 2-member LLC needs resolutions, decisions and meeting minutes of the board of members.

Does changing the legal representative change the company seal?

Changing the legal representative does not automatically change the company seal. If necessary, businesses must carry out procedures to change their own seal samples.

Conclude

The application to change the legal representative requires the enterprise to prepare complete and accurate documents according to the provisions of law. Customers who need advice and support on procedures to change legal representatives, please contact Long Phan Consulting Company via the hotline 0906735386 for detailed instructions, ensuring the process is carried out quickly, effectively and in compliance with the law.