THE PROCEDURES ON CHANGE OF LEGAL REPRESENTATIVE DUE TO IMPRISONMENT IN MULTIPLE-MEMBER LIMITED COMPANY?

The legal representative in multiple-member limited liability company is the person who operates daily business activities and is directly responsible for the company’s business activities. In many actual cases, this person faces imprisonment due to mistakes or violations in the process of performing assigned tasks and authority. Then, how is the change of legal representative due to imprisonment in multiple-member limited liability company be implemented and what should be noted?

1.         What are the responsibilities of the legal representative in multiple-member limited liability company?

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 lawS.

An enterprise’s legal representative shall:

–          Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;

–          Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;

–          Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.

The enterprise’s representative shall be personally responsible for any damage to the enterprise within the limits of responsibilities specified.

The replacement and registration of change of legal representative due to imprisonment must be carried out in accordance with the provisions of laws.

2.         The legal representative serves the prison sentence, who has the authority to replace?

In accordance with current regulations of Law on Enterprise, in a multi-member limited liability company, if the member who is the company’s legal representative is facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, he 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.

This issue is similarly applicable to the case when the legal representative is dead, missing, 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.

>> PROCEDURES ON CHANGE OF LEGAL REPRESENTATIVE OF MULTIPLE-MEMBER LIMITED COMPANY https://linconlaw.vn/procedures-on-change-of-legal-representative-of-multiple-member-limited-company/

>> CIRCULAR ECONOMY DEVELOPMENT, PROPOSAL ON EXPERIMENTAL MECHANISM https://linconlaw.vn/circular-economy-development-proposal-on-experimental-mechanism/

3.         Procedures for registration on change of legal representative due to imprisonment in multiple-member limited liability company

–           Step 1: Preparation on dossiers for registration on change of legal representative due to imprisonment in multiple-member limited liability company

Dossiers for registration on change of legal representative due to imprisonment in multiple-member limited liability company include:

+          Notice of change of legal representative;

+          Copy of personal legal documents for the new legal representative;

+          Copy of document certifying that the company’s legal representative is serving an imprisonment sentence.

–          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 due to imprisonment in multiple-member limited liability 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..