VI The legal representative plays an important role as the individual who represents the company in exercising rights and performing obligations arising from transactions, as well as representing the enterprise as a petitioner in civil matters, plaintiff, defendant, or person with related rights and obligations before arbitration or courts. For a single-member limited liability company, a change of the legal representative may arise from the need to restructure personnel, adjust business strategies, or when the former legal representative no longer satisfies the conditions prescribed by law. To ensure that the transition is carried out lawfully, without disrupting business operations, and to minimize potential legal risks, enterprises should understand and properly follow the applicable procedures for registering such change. Pham Consult provides below an overview of the relevant legal regulations and important considerations when carrying out this procedure.
1. Documents required for registration of a change of the legal representative of a single-member limited liability company
Pursuant to Clause 1, Article 43 of Decree No. 168/2025/ND-CP, where a single-member limited liability company changes its legal representative, the company shall submit an application for registration of changes to enterprise registration information, including the following documents:
- A written request for registration of the change of the legal representative, prepared using Form No. 13 under the Appendix issued together with Circular No. 68/2025/TT-BTC of the Ministry of Finance. The form includes information about the enterprise, the former legal representative, and the new legal representative, including full name, date of birth, type and number of legal identification document, permanent residential address, and current residential address.
- A copy or original of the decision on the change of the legal representative issued by the company owner in respect of the single-member limited liability company.
To facilitate the prompt and smooth processing of the administrative procedure and avoid rejection or requests for supplementation, the enterprise should ensure that the application dossier is complete, accurate, and prepared in accordance with the above requirements.
2. Authority to sign the written request for registration of a change of the legal representative of a single-member limited liability company
The authority to sign the written request for registration of a change of the legal representative of a single-member limited liability company is an important legal matter and is one of the areas where errors may easily occur during the preparation of the application dossier. Pursuant to Clause 2, Article 43 of Decree No. 168/2025/ND-CP, in ordinary cases, the person authorized to sign the written request for registration of the change of the legal representative of a single-member limited liability company is the Company President.
Note: Where the Company President is also the legal representative, the written request shall be signed by the newly appointed or elected Company President.
3. Procedures for registering a change of the legal representative of a single-member limited liability company
After completing the application dossier, the enterprise shall submit it to the competent business registration authority, wait for the dossier to be received and processed, and subsequently receive the result. Pursuant to Article 43 of Decree No. 168/2025/ND-CP, the procedures for registering a change of the legal representative of a single-member limited liability company are as follows:
- The company submits the application for registration of the change of the legal representative to the provincial-level Business Registration Authority where the company’s head office is located.
- Upon receipt of the application, the provincial-level Business Registration Authority shall issue an application receipt and an appointment for the return of the result to the applicant.
- Within 03 working days from the date of receipt of the application, the provincial-level Business Registration Authority shall review the validity of the dossier.
- If the dossier is valid, the provincial-level Business Registration Authority shall issue an Enterprise Registration Certificate reflecting the change in accordance with regulations.
- If the dossier is invalid, the provincial-level Business Registration Authority shall issue a written notice specifying the contents that need to be amended or supplemented.
4. Recommended actions for a single-member limited liability company after changing its legal representative
Receiving the Enterprise Registration Certificate reflecting the new legal representative does not necessarily mark the end of the entire process. To ensure consistency of information and avoid disruption to business transactions, after completing the registration of the change, a single-member limited liability company should promptly take the following actions:
- Carry out procedures to change the account holder information and update the signature of the new legal representative at all banks where the company maintains transaction accounts.
- Update information relating to the digital signature and the new legal representative on the electronic tax filing system and the social insurance declaration system.
- Carry out procedures to update the information of the new legal representative on the company’s sub-licenses, where applicable.
- Issue an official written notice to partners, customers, and suppliers informing them of the change of the legal representative, thereby ensuring the legality and continuity of contract signing and business transactions after the change.
