Notice of change of authorized representative of one member LLC

Notice of change of authorized representative of one member LLC helps businesses promptly update legal information with business registration agencies, ensuring legality and transparency in administrative activities. Complying with procedures not only avoids legal risks but also helps authorized persons carry out transactions and sign contracts in a valid, effective and competent manner according to the law.

Conditions for authorized representatives of the enterprise

The authorized representative of the owner of a limited liability company must meet the conditions prescribed by law. Article 14 of the Law on Enterprise 2020 clearly stipulates the standards and conditions for authorized representatives. The authorized representative must be an individual authorized in writing by the owner to exercise rights and obligations according to the provisions of law.

According to Clause 5, Article 14 of the Law on Enterprise 2020, the authorized representative must meet the following specific standards and conditions:

• Not falling under the provisions of Clause 2, Article 17 of the Law on Enterprise 2020 (such as minors, people with limited civil capacity, people being prosecuted for criminal liability, people serving prison sentences…).
• Members and shareholders of state-owned enterprises are not allowed to appoint people with family relations of the company’s manager and of the person with authority to appoint the company’s manager as a representative at another company.
• Other standards and conditions are stipulated by the company charter.

The document appointing an authorized representative must be notified to the company and is only effective for the company from the date the company receives the document. The content of the document appointing an authorized representative must include the following main information:

1. Name, business code, head office address of the owner;
2. Number of authorized representatives and corresponding capital contribution ratio;
3. Full name, contact address, nationality, legal document number of each representative;
4. Authorization term of each representative, clearly stating the date of commencement of representation;
5. Full name, signature of the legal representative of the owner and of the authorized representative.

Note: In case the owner of a limited liability company appoints many authorized representatives, the capital contribution for each authorized representative must be specifically determined. In case the owner does not determine the corresponding capital contribution for each authorized representative, the capital contribution will be divided equally among all authorized representatives.

>>> See more: Distinguish between legal representative and authorized representative.

Procedures for submitting the notice of change of authorized representative of a limited liability company

Procedures for notifying change of authorized representative of a limited liability company include 2 main steps:

Prepare documents

According to the provisions of Article 60 of Decree 01/2021/ND-CP, the dossier for notification of change of authorized representative of a one-member limited liability company includes the following documents:

1. Notice of change of authorized representative includes: List of authorized representatives (according to sample Appendix II-1 and Appendix I-10 Circular 01/2021/TT-BKHDT)
2. For companies operating under an Investment License, Investment Certificate or documents of equivalent legal value, submit the following:

• Valid copy of Investment Certificate;
• Valid copy of the company’s Tax Registration Certificate;
• Application for supplementing and updating business registration information (form Appendix II-14 issued with Circular 01/2021/TT-BKHDT).

3. Authorization document for the person to submit the application and receive the results if not the legal representative (this document is not required to be notarized or authenticated).
4. Valid copy of one of the personal identification documents of the person authorized to perform the procedure (if any):

• For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport;
• For foreigners: Foreign passport or valid document replacing a valid foreign passport.

Forms must be filled out completely according to the instructions in Circular 01/2021/TT-BKHDT. Enterprises need to ensure the accuracy of declared information to avoid having to make additions or modifications after submitting the application.

Implementation process

The process of notification of change of authorized representative of a limited liability company is carried out according to the following steps:

Step 1: Submit application

Within 10 days from the date of change in information of the owner’s authorized representative, the company sends a notice to the Business Registration Office where the company’s headquarters is located. The place to submit the application is the Business Registration Office – Department of Planning and Investment where the company’s headquarters is located.

Applications can be submitted by 1 of the following 3 methods:

• Submit directly;
• Submit online at the National Public Service Portal for business registration (https://dangkyquamang.dkkd.gov.vn/);
• Submit via postal service.

Currently, some localities only accept online applications, businesses need to look up carefully to avoid wasting time by submitting the wrong method.

Step 2: Receive Receipt

After receiving the business registration dossier, the Business Registration Office issues a Receipt to the business. The receipt is the basis for businesses to monitor the progress of processing documents.

Step 3: Process documents

The Business Registration Office checks the validity of documents and updates business information in the National Business Registration Database. Processing time is 03 (three) working days from receipt of complete and valid documents.

In case the dossier is not valid, the Business Registration Office must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to amend or supplement information according to the content of the notice of change in business registration, it must be notified in writing to the enterprise and clearly state the reason.

Step 4: Get results

In case an enterprise needs, the Business Registration Office will issue a Certificate of change in business registration content to the enterprise. This certificate is the legal basis to prove that the change of authorized representative has been registered with a competent state agency.

>>> Reference: Document to change legal representative.

Frequently asked questions about procedures for notifying changes to authorized representatives

Below are some frequently asked questions, please refer to:

Are there any legal consequences for not notifying the change of authorized representative on time?

Failure to notify the change of authorized representative on time within 10 days can lead to consequences such as being subject to administrative sanctions with a fine of 1-2 million VND according to Decree 122/2021/ND-CP. More seriously, transactions performed by the old representative after the time of change but not yet registered can cause legal disputes, affecting the validity of contracts and agreements.

How much does it cost to carry out the procedure for notification of change of authorized representative?

The official cost for this procedure includes the fee for issuing a Certificate of change in business registration content of 100,000 VND. If you use consulting services, the service fee usually ranges from 500,000 to 2,000,000 VND depending on the complexity of the application and the scope of services provided. Businesses also need to consider the cost of notarization and copying of relevant documents, if any.

What are common mistakes to avoid when implementing the procedure to change an authorized representative?

Common errors include: incomplete declaration of personal information of the new representative, failure to clearly define the scope of authorization and proportion of capital represented, lack of personal identification documents, lack of signature of the legal representative or owner, failure to comply with the correct form according to Circular 01/2021/TT-BKHDT, and failure to comply within 10 days from the date of the decision to change.

How to manage effectively when the company has many authorized representatives?

To effectively manage multiple authorized representatives, businesses should: develop regulations that clearly define the scope and authority of each representative; specific allocation of capital ratio represented; establish reporting and coordination mechanisms among representatives; Maintain a system for storing information, authorization documents and transactions performed by representatives; Organize regular meetings between owners and representatives to ensure consistency in operations.

What are the limits of authority of an authorized representative when representing the company?

The authorized representative may only perform rights and obligations within the scope of authorization and clearly stated in the authorization document. They are not allowed to arbitrarily expand the scope of authorization, nor are they allowed to re-authorize it to others without the consent of the owner. For large transactions such as transferring assets of high value, borrowing beyond the limit, changing business lines, they often have to ask for approval from the owner according to the provisions of the company charter.

What’s the difference in the process for changing an authorized representative who is a foreigner?

When changing an authorized representative who is a foreigner, in addition to normal procedures, the enterprise needs to add: a valid copy of the foreigner’s passport or valid replacement document; ensure foreigners have appropriate entry visas or visa exemption documents; Documents in foreign languages ​​must be notarized into Vietnamese; Provide contacts in Vietnam; and in some cases, an additional work permit or confirmation of not being subject to a work permit is required.

Can a digital signature be used to submit a notification of change of authorized representative?

Yes, businesses can use digital signatures to submit documents to notify of change of authorized representative online at the National Public Service Portal for business registration. The digital signature must belong to the company’s legal representative or the person authorized to carry out business registration procedures. This method helps save time, travel costs and minimize paperwork, especially effective in a context where many localities are encouraging the implementation of online public services.

Consulting services for the procedure of submitting the notice of change of authorized representative of one member LLC at Long Phan Consulting Company

Long Phan Consulting Company provides support services in implementing procedures for notification of change of authorized representative for limited liability companies. Long Phan’s services include:

• Consulting on conditions for authorized representatives;
• Instructions for preparing documents to notify change of authorized representative;
• Draft documents and forms according to regulations;
• Enterprise representative submits documents at the Business Registration Office;
• Monitor the progress of processing documents;
• Receive results and hand over to the business;
• Consulting on issues that arise after changing the authorized representative.

With experience and expertise in the field of corporate law, we are committed to helping customers complete procedures quickly, accurately and effectively.

Conclude

The notice of change of authorized representative of a limited liability company is an important procedure that businesses need to carry out on time and according to the process. Long Phan Consulting Company is ready to assist customers in completing this procedure quickly, accurately, and in compliance with legal regulations. Contact us immediately via the hotline 1900636389 for detailed advice.