VI The legal representative plays a central role, acting on behalf of the company to conduct transactions, establish and exercise rights and obligations arising from business operations. Therefore, changing the legal representative of a limited liability company with two or more members is a strategic decision that profoundly affects the management structure and operational direction of the business. This transfer process must strictly comply with the provisions of the Enterprise Law regarding decision-making authority, election and dismissal procedures, and most importantly, the procedure for registering changes to the business registration at the Business Registration Authority. Let’s explore the necessary legal aspects to carry out this process accurately and effectively with Pham Consult.
1. What is a legal representative of a business?
A legal representative of a business is an individual who represents the business in exercising the rights and obligations arising from the business’s transactions, representing the business as a party requesting the resolution of civil matters, plaintiff, defendant, or party with related rights and obligations before arbitration panels, courts, and other rights and obligations as prescribed by law.
According to the 2020 Enterprise Law, a limited liability company may have one or more legal representatives. The company’s charter specifies the number, management titles, and rights and obligations of the legal representatives. If the company has more than one legal representative, the company charter specifies the rights and obligations of each legal representative. If the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is considered a fully authorized representative of the enterprise before third parties; all legal representatives shall be jointly liable for damages caused to the enterprise in accordance with civil law and other relevant laws.
The enterprise must ensure that at least one legal representative resides in Vietnam. When only one legal representative remains residing in Vietnam, that person, upon leaving Vietnam, must authorize another individual residing in Vietnam in writing to exercise the rights and obligations of the legal representative. In this case, the legal representative remains responsible for the exercise of the delegated rights and obligations.
According to Article 28 of the 2020 Enterprise Law, information about the legal representative of an enterprise is one of the contents of the Enterprise Registration Certificate. Therefore, when an enterprise changes its legal representative, it must carry out the procedure for registering the change in the content of the Enterprise Registration Certificate as prescribed in Article 30 of the 2020 Enterprise Law.
2. Application dossier for changing the legal representative of a limited liability company with two or more members
The application dossier for changing the legal representative of a limited liability company with two or more members is prescribed in Clause 1, Article 43 of Government Decree No. 168/2025/ND-CP on enterprise registration, including the following documents:
In case of changing the legal representative of the company, the company submits the application dossier for changing the content of enterprise registration to the Provincial Business Registration Authority where the company’s head office is located. The application dossier includes the following documents:
– Application for registration of change of legal representative;
– Copy or original of the resolution or decision on the change of legal representative of the Board of Members for limited liability companies with two or more members.
Note:
– The person signing the application for registration of change of legal representative is one of the following individuals:
+ Chairman of the Board of Members. If the Chairman of the Board of Members is the legal representative, the signatory of the application is the newly appointed or elected Chairman of the Board of Members;
+ If the Chairman of the Board of Members is absent or unable to exercise his/her rights and obligations, the signatory of the application for registration of change of legal representative is a person authorized by the Chairman of the Board of Members. In cases where there is no authorized member or the Chairman of the Board of Members dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation center or compulsory education center, has absconded from his/her residence, is restricted or incapacitated, has difficulties in understanding or controlling his/her behavior, or is prohibited by the Court from holding office, practicing a profession, or performing a certain job, the person signing the application for registration of the change of legal representative shall be the person temporarily elected as Chairman of the Board of Members as stipulated in Clause 4, Article 56, Clause 3, Article 80, and Clause 4, Article 156 of the 2020 Enterprise Law.
– In the case of changing the legal representative as stipulated in Clause 6, Article 12 of the Enterprise Law, the application for changing the legal representative includes the aforementioned documents. In this case, the copy or original of the resolution or decision of the Board of Members is replaced by a copy of a document confirming that the company’s legal representative has died, is missing, is under criminal investigation, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, has fled their place of residence, is incapacitated or lacks civil capacity, has difficulties in understanding or controlling their behavior, or is prohibited by the Court from holding a position, practicing a profession, or performing a specific job. In this case, the person authorized to sign the application for changing the legal representative is the remaining member of the company.
3. Procedures for requesting a change of legal representative for a two-member limited liability company
Step 1: Submitting the application
The company prepares one set of documents and submits the application for changing the business registration details to the Provincial Business Registration Authority where the company’s head office is located.
Step 2: The Provincial Business Registration Authority issues a receipt for the application and schedules a date for returning the results to the applicant. Within 3 working days from the date of receiving the application for changing the legal representative, the Provincial Business Registration Authority will check the application:
– If the application is valid, the Provincial Business Registration Authority will issue a Business Registration Certificate.
– If it is not valid, a written notification will be sent to the company specifying the necessary amendments and additions.
