LEGAL REPRESENTATIVE CHANGE SERVICE

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The legal representative plays a decisive role in the operations of a company and bears its legal responsibilities. Therefore, when there is a change of the legal representative, the company is required to register the change with the business registration authority in accordance with the law.

Failure to follow the proper procedure for changing the legal representative can result in serious consequences, including business interruptions, tax risks, and difficulties in banking transactions and contract execution.

Understanding these challenges, Van Phuc Loc Law Firm (VPL) offers a professional and fast legal representative change service, helping companies transfer this crucial legal position safely and seamlessly.

General introduction
Notice
Benefits of using VPL’s services
Scope of services
FAQ
Contact

General introduction

Concept of the legal representative

Pursuant to Clause 1, Article 12 of the Law on Enterprises 2020, the legal representative of a company is an individual who represents the company in exercising its rights and obligations arising from the company’s transactions, represents the company as a party in civil proceedings, whether as plaintiff, defendant, or a person with relevant rights and obligations before arbitration tribunals and courts, and exercises other rights and obligations as prescribed by law.

Number and position of the legal representative

Limited liability companies and joint-stock companies may have one or multiple legal representatives. The company charter specifies the number, management positions, and rights and obligations of the company’s legal representatives. If a company has more than one legal representative and the charter does not clearly define the division of authority, each representative has full authority to represent the company before third parties. In such cases, all legal representatives are jointly liable for any damages caused to the company.

Regarding the position as the company’s legal representative

  • The owner of a sole proprietorship is the legal representative of the sole proprietorship.
  • For a multi-member limited liability company, the legal representative may be the Chairman of the Members’ Council, the Director, or the General Director. If the company charter does not specify, the Chairman of the Members’ Council shall act as the legal representative.
  • For a one-member limited liability company, the legal representative may be the Chairman of the Members’ Council, the Company Chairman, the Director, or the General Director. If the company charter does not specify, the Chairman of the Members’ Council or the Company Chairman shall be the legal representative.
  • For a joint-stock company, the legal representative may be the Chairman of the Board of Directors, the Director, or the General Director. If the charter does not specify, the Chairman of the Board of Directors shall be the legal representative. In cases where the company has more than one legal representative, the Chairman of the Board of Directors together with the Director or General Director shall automatically act as the company’s legal representatives.
  • For a partnership company, the general partner shall be the legal representative of the company.

Key notes when changing the legal representative

Note 1:

A company must always have at least one legal representative residing in Vietnam. In cases where the sole legal representative leaves the country, he or she must provide a written authorization to another individual in Vietnam to exercise representative rights and obligations. This requirement is not only for compliance with the law but also for electronic identification of both the company and its representative, as stipulated in Clause 2, Article 7 of Decree No. 69/2024/ND-CP.

Note 2:

After completing the procedures for changing the legal representative at the Business Registration Office, the company must promptly update its information with banks and business partners to ensure uninterrupted transactions. Notably, the company is not required to make a separate notification to the tax authority since the business registration system and the tax system are now automatically interconnected.

Benefits of using VPL’s services

Using VPL’s legal representative change service brings significant practical benefits to companies, ensuring the transition process is conducted safely and efficiently.

In-depth legal consultation

VPL’s team of lawyers and specialists will provide consultation and clear explanations of relevant legal regulations, helping companies avoid unnecessary legal risks, particularly those concerning the conditions applicable to the new representative.

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Time and cost savings

Instead of navigating complex procedures on their own, companies only need to provide the necessary information. VPL’s experienced lawyers and specialists will handle the entire process – from preparing documents to filing and receiving results from the Business Registration Office – at a reasonable cost.

Accuracy of documentation

With extensive experience, VPL ensures that all documents are prepared thoroughly and accurately, avoiding errors that may lead to rejection and cause unnecessary delays.

Post-change legal support

Beyond filing the application, VPL advises and assists companies with post-change procedures, such as updating information with banks, clients, partners, and relevant authorities.

Scope of VPL’s services

When choosing VPL’s service for changing the legal representative, clients will be accompanied by our team throughout the entire process, ensuring a smooth and professional transition, including:

In-depth legal consultation and optimal solutions: VPL will provide detailed advice on legal requirements for the new legal representative under the Law on Enterprises 2020, and analyze the client’s business type to propose the most suitable change plan.

Drafting and finalizing legal documents: VPL’s experienced specialists will prepare all necessary legal documents required for the change of legal representative procedure.

Representation in administrative procedures: Our team will directly represent clients in filing applications with the Business Registration Office, monitoring progress, and working proactively with competent authorities to resolve any arising issues.

Delivery of final results: Once the application is approved, VPL will collect the updated Enterprise Registration Certificate and promptly deliver it to the client.

Post-adjustment legal support: VPL will advise and assist clients in updating information with banks, customers, partners, and relevant authorities, ensuring uninterrupted business operations.

Frequently Asked Questions

According to Article 43 of Decree 168/2025/ND-CP, the application dossier for changing the legal representative of an LLC includes:

a) Application for registration of change of legal representative;

b) A copy or original of the resolution or decision on changing the legal representative by the owner in the case of a single-member LLC; by the Members’ Council in the case of a multi-member LLC;

c) Pursuant to Clause 3, Article 11 of Decree No. 168/2025/ND-CP, in cases where a personal identification number is not available, the enterprise registration dossier requiring the declaration of personal information of the legal representative of the enterprise must be accompanied by a copy of the passport, foreign passport, or other valid documents substituting a foreign passport of that individual in accordance with the law.

d) Power of attorney, in case the person submitting the application is not the legal representative of the company.

Pursuant to Article 43 of Decree No. 168/2025/ND-CP, the application dossier for changing the legal representative of a joint-stock company includes:

a) An application for registration of change of the legal representative;

b) A copy or the original of the resolution or decision on the change of the legal representative of the General Meeting of Shareholders, in cases where the change of the legal representative leads to amendments to the company’s Charter; or of the Board of Directors, in cases where the change of the legal representative does not result in amendments to the company’s Charter, except for the personal information and signature of the legal representative as prescribed in Article 24 of the Law on Enterprises;

c) Pursuant to Clause 3, Article 11 of Decree No. 168/2025/ND-CP, in cases where a personal identification number is not available, the enterprise registration application requiring the declaration of personal information of the legal representative of the enterprise must be accompanied by a copy of the passport, foreign passport, or other valid documents substituting a foreign passport of that individual in accordance with the law;

d) Power of attorney: If the person submitting the application is not the legal representative of the company.

Pursuant to Article 24 of the Law on Enterprises 2020, when an enterprise changes its legal representative, it is responsible for amending its Charter to reflect the change. This is a mandatory requirement to ensure the accuracy and legality of the company’s internal records.

According to the law, the time limit for completing the procedure for changing the legal representative is usually 03 working days from the date on which the Business Registration Office receives a valid application dossier. In practice, however, the total time for an enterprise to receive the new Enterprise Registration Certificate may be longer, around 05 – 07 working days. This discrepancy mainly results from the time needed to obtain the original certificate or other internal procedures.

The authority competent to handle the application for a change of the legal representative is the Business Registration Office under the Department of Finance of the province/city where the enterprise’s head office is located; or the Management Board of the High-Tech Park, if the enterprise is located within such area.

According to regulations, enterprises have two methods to submit the application for changing the legal representative:

  • In-person submission: The enterprise shall prepare a complete and valid physical application dossier and submit it to the Business Registration Office under the Department of Finance or the Management Board of the Hi-tech Park where its head office is located.
  • Online submission: The enterprise may submit the application through the National Business Registration Portal, using either a business registration account or a public digital signature.

In practice, however, certain business registration authorities require enterprises to submit applications for changes to business registration information only via the National Business Registration Portal. Direct submission is accepted only in exceptional cases, such as when the portal malfunctions or the enterprise’s business registration account is locked.

Based on Article 43 of Decree 168/2025/ND-CP, the individual who signs the application for a change of the legal representative must be one of the following:

a) The Chairman of the Members’ Council or the Chairman of the Company in the case of a limited liability company. Where the Chairman of the Members’ Council or the Chairman of the Company is the legal representative, the application shall be signed by the newly appointed or newly elected Chairman of the Members’ Council or the Chairman of the Company;

b) The Chairman of the Board of Directors in the case of a joint-stock company. Where the Chairman of the Board of Directors is the legal representative, the application shall be signed by the newly elected Chairman of the Board of Directors.

Pursuant to Clause 2, Article 7 of Decree No. 69/2024/ND-CP, a legal representative who is a foreigner and has been granted a permanent residence card or a temporary residence card in Vietnam is issued a level-01 electronic identification account, and may be issued a level-02 electronic identification account upon request.

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