The created enterprise must always have a representative to participate in civil and economic relationships on behalf of that organization, which serves as the enterprise’s legal representative. The company’s legal representative may change depending on operational demands, commercial situation, or development objectives. In order to assist enterprises more conveniently and promptly in the procedure of changing legal representatives as required by law, Hong Bang Law Firm would like to consult as follows:

Legal basis

• Vietnam’s law on enterprises 2020;
• Decree No. 01/2021/ND-CP on enterprise registration;
• Circular No. 01/2021/TT-BKHDT guidance on enterprise registration;

General regulations on legal representatives of enterprises

What is the legal representative of the enterprise?

The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.

Number of legal representatives in a enterprise

A limited liability company or joint stock company may have one or more than one legal representative. The enterprise’s charter shall specify the quantity, position, rights and obligations of its legal representatives. In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them. Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.

In case organizations and individuals do not have the right to establish and manage enterprises in Vietnam:

• State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;
• Officials and public employees defined by the Law on Officials and the Law on Public Employees;
• Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises;
• Executive officers and managers of state-owned enterprises, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;
• Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;
• People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.

If requested by the business registration authority, the applicant shall submit the judicial records;

• Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.

Dossier

• A notification of replacement of the legal representative;
• Copies of legal documents of the new legal representative;
• Decisions and valid copies of meeting minutes in the following specific cases:

• • Decision of the owner of the company for a one-member limited liability company.
  • Decisions and valid copies of meeting minutes of meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative;
  • Decisions and valid copies of the minutes of meeting of the General Meeting of Shareholders of the joint-stock company on replacement of legal representative which leads to amendments to the company’s charter;
  • Decisions and valid copies of meeting minutes of Board of Directors of the joint-stock company if the replacement of legal representative does not cause changes to the company’s charter other than the full name and signature of the legal representative.

Competent authoriry: Business registration office of the Department of Planning and Investment of provinces and cities where the enterprise is headquartered.

Implementation time: 3 working days after submitting valid dossiers

Services of Hong Bang Law Firm 

• Advise on the appropriate type of business for clients;
• Draft, prepare and check the validity of the dossier;
• Work with state authorities;
• On behalf of the customer to receive the results;
• Hand over the results to the customer.

If you need more detailed advice and answers as well as how to access this service, please contact directly our Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!