The legal representative of a joint stock company is an individual who represents the company to exercise rights and obligations in operating and business activities, before other entities and in front of the law. Therefore, the change of legal representative of joint stock company needs to be registered with the competent authority in accordance with the order and procedures prescribed by the current Law on Enterprise.
1. Legal representative of joint stock company
– A joint stock company may have one or many legal representatives. The legal representative of a single-member can be the person with the following titles:
+ Chairman of BOD of the joint stock company; or
+ General Director or Director.
The company’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.
2. Procedures for registration on change of legal representative of joint stock company
The change of legal representative of joint stock company must be registered according to the prescribed procedures.
– Step 1: Dossiers preparation for change of legal representative of joint stock company
Documents to change of legal representative of single-member limited liability company include:
+ Notice of change of legal representative;
+ Copy of personal legal documents for the new legal representative;
+ The resolution and the copy 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; the resolution or decision and the copy of the minutes of meeting 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 as prescribed.
– Step 2: Application submission on change of legal representative
The company sends the registration dossiers on change of the business registration content to the Business Registration Office where the company’s headquarters is located.
– Step 3: Dossiers processing and receiving results of registration on change of legal representative of joint stock company
After receiving valid documents, the Business Registration Office issues a Receipt, checks the validity of the documents and issues a Business Registration Certificate to the enterprise.
Implementation time limit: 03 working days from the date of receipt of valid documents.
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3. Notable contents about the legal representative of joint stock company
– Joint stock company shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance.
– In case the only legal representative of the company is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or 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, 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 enterprise’s owner shall appoint another legal representative, except for the cases otherwise specified
- Law on Enterprise 2020;
- Decree 01/2021/ND-CP on business registration promulgated on January 4th, 2021.
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