The procedure for changing the legal representative of the company

Changing the legal representative is not only an administrative procedure but also has great significance in strengthening transparency, ensuring the operational efficiency of the management apparatus and meeting business legality. Follow Long Phan’s article to better understand the process, documents as well as professional support to help businesses carry out this procedure quickly and effectively.

Legal regulations on legal representatives

According to Clause 1, Article 12 of the Law on Enterprise 2020, the legal representative of an enterprise is:

• Individual representing the enterprise in exercising rights and obligations arising from the enterprise’s transactions;
• At the same time, this person also represents the business as a requester to resolve civil cases, plaintiffs, defendants, or people with related rights and obligations in procedures before Arbitration and Court;
• In addition, they also exercise other rights and obligations according to the provisions of law.

Regarding the number of legal representatives, Clause 2, Article 12 of the Law on Enterprise 2020 stipulates:

• Each business must have at least one legal representative.
• For limited liability companies and joint stock companies, the business may have one or more legal representatives.
• In case a business has many legal representatives, the company charter will specifically stipulate the rights and obligations of each person. If the Charter does not clearly state, each legal representative has the right to fully and legally represent the enterprise before third parties.

In this case, all representatives must be jointly responsible for damages caused to the enterprise, in accordance with the provisions of civil law and other relevant regulations.

Fees and charges for changing the legal representative

When carrying out the procedure to change the legal representative, businesses need to pay the following fees and charges:

• Business registration fee: 50,000 VND/time (Circular No. 47/2019/TT-BTC).
• Fee for publishing business registration content: 100,000 VND/time (Circular No. 47/2019/TT-BTC).

Procedure for registering to change the legal representative of the enterprise

Prepared documents

Pursuant to Article 50 of Decree 01/2021/ND-CP, to carry out procedures to change the legal representative of a limited liability company or joint stock company, the following documents need to be prepared:

• Notice of change of legal representative;
• Copies of personal legal documents for the new legal representative;
• Resolutions and decisions of the company owner for one-member limited liability companies; Resolutions, decisions and copies of minutes of meetings of the Board of Members for limited liability companies with two or more members on changing the legal representative; Resolution and copy of the minutes of the General Meeting of Shareholders for joint stock companies on changing the legal representative in case the change of legal representative changes the content of the company’s Charter; resolutions, decisions and copies of minutes of the meeting of the Board of Directors for a joint stock company in case the change of the legal representative does not change the content of the company’s Charter other than the full name and signature of the company’s legal representative as prescribed in Article 24 of the Law on Enterprise.

Note: The notice of change of legal representative must be signed by one of the following individuals:

• Company owner for a single-member limited liability company whose owner is an individual.
• Chairman of the Board of Members or Chairman of the company for a single-member limited liability company whose owner is an organization.
• Chairman of the Board of Members for limited liability companies with two or more members. In case the Chairman of the Members’ Council is the legal representative, the person signing the notice is the Chairman of the Members’ Council elected by the Members’ Council.
• Chairman of the Board of Directors for joint stock companies. In case the Chairman of the Board of Directors is the legal representative, the person signing the notice is the Chairman of the Board of Directors elected by the Board of Directors.

Implementation steps

Step 1: Submit application

• In case of changing the legal representative of the company, the company sends the registration dossier to change the business registration content to the Business Registration Office where the company’s headquarters is located.

Step 2: Receive documents and issue Business Registration Certificate

• 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 enterprise.
• Processing time: Within 03 (three) working days from the date of receipt of complete and valid documents.
• Legal basis: Decision No. 885/QD-BKHDT.

Consulting services and support for implementing procedures to change legal representatives in accordance with regulations

Changing the legal representative is an important step in the business’s operation process, requiring accuracy and strict compliance with regulations. Understanding this, Long Phan provides comprehensive consulting and support services, helping customers carry out this procedure quickly and effectively. Long Phan’s services include:

• Consulting provides specific information about the process, conditions and regulations related to changing the legal representative, helping customers understand and best prepare for the change process.
• Support in drafting and preparing all necessary documents, ensuring that your documents meet the requirements of the authorities.
• Check the validity of documents: We will carefully review and check the documents in the file, ensuring accuracy and validity, avoiding errors that can cause delays in the processing process.
• Representing customers to carry out procedures and work with authorities, helping to save time and effort for customers.
• Assist in answering questions and resolving issues that arise to ensure the change process goes smoothly.
• With experience and professionalism, Long Phan commits to accompanying customers in changing their legal representative, ensuring the process goes smoothly and complies with regulations.

>>> Reference: Service of changing business registration content.

Changing the legal representative is an important step to ensure the business operates in accordance with regulations and transparently. For quick and professional support, please contact Long Phan via the hotline: 0906735386. We are committed to providing optimal solutions, helping businesses operate effectively and sustainably. Long Phan – Accompanying the success of your business!