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The procedure for registration of changing of legal representatives in foreign-invested enterprise

The Legal representative is one of the contents specified in the Enterprise Registration Certificate (ERC).[1] The change in legal representative would lead to a change in the contents of ERC. Therefore, the enterprise need to register to change the legal representative.

Basically, there is no difference between the procedure for registration of changing of legal representatives in foreign-invested enterprises and the procedure for registration of changing of legal representatives in non-foreign invested enterprises. Because of the nature of both foreign-invested enterprises and non-foreign invested enterprises, they are enterprises established under Vietnamese Law.

Firstly, to better understand the procedure for registration of changing of legal representatives, it is necessary to clarify the definition of “the legal representative of enterprise”. Accordingly, “Legal representative of an enterprise means an individual representing the enterprise to exercise the rights and perform the obligations arising out of transactions of the enterprise, and representing the enterprise to act as the person lodging a petition for resolution of a civil matter, as a plaintiff, defendant or person with related interests and obligations in arbitration proceedings or courts and to exercise other rights and perform other obligations in accordance with the law.”[2]
The Enterprise Law of 2020 continues to inherit the provisions of procedure for registration of changing of legal representatives in foreign-invested enterprises under the Enterprise Law of 2014,[3] particularly:

Application for registration of changing of enterprise’s legal representatives:

* For Single-member Company Limited:
 
  • A notification of changing of the legal representative;
  • Decision of the owner on the change of enterprise’s legal representative;
  • Copy of one of the valid personal legal documents of the person who is supplementing or replacing the company's legal representative: Citizen's identity card, people's identity card, or passport.
* For Multi-member Company Limited:
 
  • A notification of changing of the legal representative;
  • Decision of Members' Council on the change of enterprise’s legal representative;
  • Minutes of meetings of the Members’Council on the change of enterprise’s legal representative;
  • Copy of one of the valid personal legal documents of the person who is supplementing or replacing the company's legal representative: Citizen's identity card, people's identity card, or passport.

* For Joint-stock Company:
 
  • A notification of changing of the legal representative;
  • Decision and the copy of minutes of meetings of the General Meeting of Shareholders on the change of legal representative in case such change results in the change in the contents of the company's charter;
  • Decision and the copy of minutes of meetings of the Board of Management on the change of legal representative in case such change results in the change in the contents of the company's charter;
  • Copy of one of the valid personal legal documents of the person who is supplementing or replacing the company's legal representative: Citizen's identity card, people's identity card, or passport.

Noted: The enterprise is responsible for registering such change with the Business Registration Office (BRO) within ten (10) days from the date of the change of legal representative.

The BRO is responsible for considering the validity of the application filed and issuing a new ERC within three working days from the date of receipt of the file. In a case where the file is invalid, the BRO must send a written notice to the enterprise of the items required to be amended or supplemented. In the case of refusal to issue a new ERC, a written notice specifying the reasons must be sent to the enterprise.


 
 
[1] Article 28.3 Law on Enterprise 2020.
[2] Article 12.1 Law on Enterprise 2020.
[3] Article 43 Decree 78/2015/ND-CP amended and supplemented by Decree 108/2018/ND-CP.
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