The legal representative of an enterprise with the function of management on daily business activities plays an important role in the company’s business operations. Because the operational and management demands of the enterprise in each stage are different, the enterprise may need to change its legal representative. So how is the procedure on change of legal representative of multiple-member limited company?
1. Who is the legal representative?
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.
The company may have one or many legal representatives. The legal representative of a single-member can be the person with the following titles:
– President of the Board of Members of multiple-member limited company; or
– General Director or Director.
2. Internal procedures for approving the change of legal representative of multiple-member limited liability company
According to regulations, the change of legal representative is required to be approved at a meeting of the Board of Members. Conditions and practices for conducting the meetings need to be noted on the following issues:
– The meeting shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company’s charter.
– In case the conditions for conducting a meeting are not fulfilled and the company’s charter does not provide for this situation otherwise: The invitation to the second meeting shall be sent within 15 days from the first meeting date. The second meeting shall be when it is participated by a number of shareholders that hold at least 50% of charter capital;
In case the conditions for conducting the second meeting prescribed are not fulfilled, the invitation to the third meeting shall be sent within 10 days from the second meeting date. The third meeting shall be conducted regardless of the number of charter capital held by the participants.
>> PROCEDURES FOR ESTABLISHMENT OF MULTI-MEMBER LIMITED LIABILITY COMPANY https://linconlaw.vn/procedures-for-establishment-of-multi-member-limited-liability-company/
>> RIGHTS TO INDUSTRIAL DESIGN, DETERMINATION OF INFRINGEMENT ELEMENTS https://linconlaw.vn/rights-to-industrial-design-determination-of-infringement-elements/
3. Procedures for registration on change of legal representative of multiple-member limited liability company
– The company sends the registration dossiers for change of legal representative of multiple-member limited liability company to the Business Registration Office where the company’s headquarters is located.
The dossiers include:
+ Notice of change of legal representative;
+ Copy of personal legal documents for the new legal representative;
+ The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative.
In a multi-member limited liability company, if the member who is the company’s legal representative is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the other member shall obviously assume the position of the company’s legal representative until the Board of Members issues a new decision on the company’s legal representative.
In this case, the application shall contain the documents prescribed above, in which the resolution or decision and the copy of the minutes of meeting of the Board of Members shall be replaced with the copy of document certifying that the company’s legal representative is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works.
– After receiving valid documents, the Business Registration Office issues a Receipt, checks the validity of the documents and issues a Business Registration Certificate on change of legal representative of multiple-member limited liability company to the enterprise.
Implementation time limit: 03 working days from the date of receipt of valid documents..
- Law on Enterprise 2020;
- Decree 01/2021/ND-CP on business registration promulgated on January 4th, 2021.
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