VI According to the new law regulations on procedures for changing representatives of LLCs with two or more members, there will be changes from 2023. Through today’s article, let’s learn about this issue with Pham Consult.
LEGAL GROUNDS
Enterprise Law No. 59/2020/QH14 takes effect from January 1, 2021.
Decree No. 01/2021/ND-CP on business registration takes effect from January 4, 2021.
Decree No. 50/2016/ND-CP regulating administrative sanctions in the field of planning and investment takes effect from July 15, 2016.
Circular No. 01/2021/TT-BKHDT guiding on business registration takes effect from May 1, 2021.
The legal representative is the head of the enterprise, the enterprise representative who signs contracts with customers and partners and is legally responsible before the law. The legal representative can hold positions such as: Chairman of the Board of Directors, Chairman of the Board of Members, Company President, Director, General Director…
Right from the time of company establishment, information about the legal representative has been fully displayed on the Business License. Therefore, when changing the legal representative, the enterprise is required to notify the Business Registration Authority within 10 days from the date of the change.
1. Cases where it is necessary to change the legal representative
In Clause 2, Article 12 of the Enterprise Law 2020, it is clearly stipulated: Limited companies and joint stock companies can have 1 or more legal representatives. The number and positions of the legal representatives are specified in the company’s charter. Therefore, the following cases of changing legal representatives may occur:
• Change the current legal representative to a new one.
• Adding additional legal representatives of the business.
• Eliminate one legal representative of the business.
• Change the title of the legal representative.
2. Conditions to become a legal representative:
• Be 18 years old or older;
• Have full civil capacity;
• Tax codes are not suspended on tax management and business management data;
• The representative does not have to be a capital contributor at the Company.
• Enterprises must ensure that they always have at least one legal representative residing in Vietnam.
3. Documents to change legal representative
When the Company changes its legal representative, the Company needs to prepare a notification document to the Business Registration Authority within 10 days from the date of the change. Common records include:
1. Notice of change of legal representative;
2. Copy of citizen identification card/passport/ID card of the new legal representative;
3. Letter of introduction or authorization for the person to carry out the procedure at the competent state agency.
4. Resolutions and decisions of the board of members of a limited liability company with two or more members;
5. Copy of the meeting minutes of the Board of Members for limited liability companies with two or more members.
4. Procedures for changing the legal representative:
The process of changing the legal representative is carried out according to the following steps:
Step 1: Prepare documents to change legal representative. Enterprises prepare 1 set of documents corresponding to the type of enterprise as above.
Step 2: Submit application at the Business Registration Office
Businesses can submit applications in the following two ways:
Method 1: Submit application directly to the Business Registration Office – Department of Planning and Investment of the province/city where the business is headquartered.
Method 2: Submit online at the National Business Registration Portal via business registration account or public digital signature.
Total time to complete procedures: 5 – 7 working days from the date of application submission
Step 3: Get results
If the application is valid, the Business Registration Office will issue a new business license to the enterprise.
In case the dossier is not valid, the Business Registration Office will notify the enterprise in writing requesting to edit and supplement the dossier and resubmit it from the beginning.
Step 4: Announce changes to business registration content
After being granted a new business license, the enterprise must publicly announce the change of legal representative on the National Business Registration Portal within 30 days from the date of issuance of the business license (Article 32). , Enterprise Law 2020).
5. Some issues to keep in mind when changing the legal representative
– According to the provisions of the Enterprise Law 2020, a limited liability company can have one or more legal representatives.
– The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise.
– When an enterprise carries out procedures to change the legal representative if the business registration does not have phone number information or has not updated business information on the National Business Registration Portal or has not Industry coding according to the national economic industry code system should be implemented and supplemented by enterprises to carry out procedures to change the legal representative.
– The person signing the notice of change of legal representative is one of the following individuals:
– Chairman of the Board of Directors or Chairman of the Board of Members or Chairman of the company for the corresponding type of company;
– In case the Chairman of the Board of Members/Chairman of the Board of Directors is the legal representative, the person signing the notice is the newly elected Chairman of the Board of Members/Chairman of the Board of Directors;
– According to the provisions of the Enterprise Law 2020, a limited liability company can have one or more legal representatives.
– The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise.
– When an enterprise carries out procedures to change the legal representative if the business registration does not have phone number information or has not updated business information on the National Business Registration Portal or has not Industry coding according to the national economic industry code system should be implemented and supplemented by enterprises to carry out procedures to change the legal representative.
– The person signing the notice of change of legal representative is one of the following individuals:
– Chairman of the Board of Directors or Chairman of the Board of Members or Chairman of the company for the corresponding type of company;
– In case the Chairman of the Board of Members/Chairman of the Board of Directors is the legal representative, the person signing the notice is the newly elected Chairman of the Board of Members/Chairman of the Board of Directors;
6. Consulting service on changing the legal representative of Pham Consult
With many years of experience consulting for domestic businesses and foreign direct investment projects, Pham Consult provides consulting services at competitive prices, supporting you:
• Advise on conditions, procedures and issues arising when changing legal representatives;
• Prepare all necessary documents in bilingual (Vietnamese and English) to ensure foreign investors can easily monitor and evaluate work progress (if customers request)
• Support customers with notarization, consular legalization and notarized translation;
• Submit and receive results at state agencies on behalf of customers;
• Consulting and explaining to state agencies when problems arise.
With many years of experience consulting for domestic businesses and foreign direct investment projects, Pham Consult provides consulting services at competitive prices, supporting you:
• Advise on conditions, procedures and issues arising when changing legal representatives;
• Prepare all necessary documents in bilingual (Vietnamese and English) to ensure foreign investors can easily monitor and evaluate work progress (if customers request)
• Support customers with notarization, consular legalization and notarized translation;
• Submit and receive results at state agencies on behalf of customers;
• Consulting and explaining to state agencies when problems arise.
If you are interested in changing the legal representative of your business and still have many problems with this procedure, please contact us via the following information for free consultation. Pham Consult always wants and commits to providing customers with the best services and support to help you optimize operating costs to serve your business goals.
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