In the course of operation, businesses may need to change their legal representative for various reasons. This article by A Dong will answer in detail the conditions, dossiers, and process of notifying the change of legal representative.
The dossier to be prepared includes:
- Notification of change of legal representative;
- A copy of the new representative's citizen identity card, passport or identity card;
- A letter of introduction or authorization for the individual to carry out procedures at a competent state agency.
In addition, depending on the type of business, the following documents are required:
- Single-member limited liability company: Resolution or decision of the company owner;
- Limited liability company with two or more members: Resolutions, decisions and copies of the minutes of the meeting of the Board of members;
- Joint stock company:
- Resolution and a copy of the minutes of the General Meeting of Shareholders if the representative is changed, enclosed with the change of title;
- Or resolutions, decisions and copies of the minutes of the Board of Directors meeting if the title is not changed
The process consists of 3 simple steps:
Step 1: Submit your application
Enterprises prepare complete dossiers and submit them through the National Business Registration Portal at: [dangkykinhdoanh.gov.vn](https://dangkykinhdoanh.gov.vn).
Applications can be submitted online by:
- Business registration account;
- Digital signature.
Step 2: Receive a valid confirmation notification
After receiving the dossier, the Business Registration Office will check and issue the Receipt.
Within 3 working days:
- If the dossier is valid, an Enterprise Registration Certificate shall be issued.
- If the dossier is invalid, notify the request for supplementation or modification. Businesses must complete the dossier within 60 days, otherwise it will be canceled.
Step 3: Get Results
Enterprises receive results through:
- Receive directly at the Business Registration Office;
- By post. State fee: 100,000 VND/dossier.
1. Before the change
If the registration dossier is incomplete with contact information, industry code, the enterprise needs to supplement it before proceeding with the procedure.
The signer of the notice can be:
- Chairman of the Board of Directors/ Board of Members/ Chairman of the respective company;
- If the Chairperson of the Council is the representative, the signatory must be the Chairperson of the Council to be elected.
2. After the change
- Update information at the bank;
- Notify customers, partners, and related agencies;
- Carry out procedures for updating information on specific business licenses;
- If there is a capital transfer, it is necessary to pay attention to declaring and paying personal income tax.
1. Conditions for representatives
- From full 18 years old, having full civil act capacity;
- No suspension of tax identification numbers;
- No need to be a capital contributor;
- At least one representative must reside in Vietnam.
2. Titles
- Director, General Director, Chairman of the Board of Directors/members, or other titles according to the company's charter.
3. Number of representatives
A joint stock company and a limited liability company may have one or more representatives. The company's charter will specify
A Dong provides agent change services, including:
- Free legal advice;
- Consulting on optimal plans in terms of efficiency and cost;
- Drafting, submitting dossiers and working with state agencies;
- Receive the results of on-site delivery;
- Free legal advice after service.
1. Can a company have more than one legal representative?
Yes, as a rule, a limited liability company and a joint stock company can have more than one representative. The company's charter is detailed.
2. Does the change of representative have to be notified to the tax authority?
Yes, notice must be given within 10 days in writing.
3. Is the representative required to be a capital contributor?
No, the representative can be outsourced under an employment contract.
4. What does a dossier of change of representative include?
The dossier includes a notice, a copy of the new representative's ID, and a letter of recommendation or power of attorney. Depending on the type of business, add the corresponding documents
Please contact us:
A DONG IP – TRANSLATION – CONSULTANCY COMPANY
Room F2&F3, No. 2 Phung Khac Khoan Street, Da Kao Ward, District 1, Ho Chi Minh City, Viet Nam
Tel: 84-28 3926 0120 – 39260125
Email: consultant@a-dong.com.vn; info@a-dong.com.vn
Website: a-dong.com.vn
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