Register to change the legal representative of a limited liability company or joint stock company

* Execution order:

Step 1: Enterprise prepares complete documents and procedures according to regulations.

Step 2: Submit application.

– Submit documents directly: Enterprises or authorized persons submit documents at the One-Stop Shop for business registration at the Department of Finance.

– Submit documents electronically: Enterprises or authorized persons use Public Digital Signatures or Business Registration Accounts to register businesses electronically (instructions in Chapter B).

Upon receiving the dossier, the Business Registration Authority is responsible for reviewing the validity of the dossier and issuing a new Business Registration Certificate within 03 working days from the date of receipt of the dossier. In case of rejection, the business must be notified in writing. The notice must clearly state the reason; requests for amendments and supplements (if any).

* Quantity and components of documents: 01 set according to the regulations specified in Article 42 of Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government, the form is specified in Circular No. 02/2019/TT-BKHDT dated January 8, 2019 of the Ministry of Planning and Investment. Specifically as follows:

1. Notification of change of legal representative (form in Appendix II-2 Circular No. 02/2019/TT-BKHDT).
2. A valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or valid document replacing a valid foreign passport) of the additional or replacement person as the legal representative of the company.
3. Decision of the company owner (for one-member limited liability company); Decision and valid copy of the meeting minutes of the Board of Members (for limited liability companies with two or more members on changing the legal representative); Decision and valid copy of the meeting minutes of the General Meeting of Shareholders (for joint stock companies on changing the legal representative in case changing the legal representative changes the content of the company's Charter); Decision and valid copy of the meeting minutes of the Board of Directors (for joint stock companies in cases where changing the legal representative does not change the content of the company's Charter other than the full name and signature of the representative).Legal representative of the company specified in Article 25 of the Enterprise Law);

– In case the enterprise is a credit institution, when changing the legal representative appointed by the State Bank of Vietnam to the representative of a specially controlled credit institution:

+ For one-member limited liability companies: The decision of the company owner is replaced by a valid copy of the decision to appoint a credit institution representative of the State Bank of Vietnam;

+ For limited liability companies with two or more members: The decision and valid copy of the meeting minutes of the Board of Members are replaced by a valid copy of the decision to appoint a representative of the credit institution of the State Bank of Vietnam;

+ For joint stock companies: Decision and valid copy of the meeting minutes of the Board of Directors are replaced by a valid copy of the decision to appoint the representative of the credit institution of the State Bank of Vietnam.

Note: Decisions and meeting minutes must clearly state the amended content in the company's charter.

1. In case the person with the authority to sign a document requesting business registration authorizes another organization or individual to carry out procedures related to business registration, when performing the procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese Passport; For foreigners: Foreign passport or a document with value replacing a passport valid foreign country), accompanied by:

– A valid copy of the service provision contract with the service organization performing procedures related to business registration and the introduction letter from that organization to the individual directly performing procedures related to business registration; or

– Authorization document for an individual to carry out procedures related to business registration. This document is not required to be notarized or authenticated.

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APPENDIX II-2