In this article, the Business Registration Office discusses regulations related to the person authorized to sign the notice of change of representative [...]
In this article, the Business Registration Office discusses regulations related to the person authorized to sign the notice of change of legal representative of limited liability companies and joint stock companies.
In the form of notice of change of legal representative specified in Appendix II-2 issued with Circular No. 01/2021/TT-BKHDT dated March 16, 2021 of the Ministry of Planning and Investment, the title of the signer in the signature section (at the end of the notice) includes: “CHAIRMAN OF THE BOARD OF MEMBERS/CHAIRMAN OF THE COMPANY/CHAIRMAN OF THE BOARD OF MANAGEMENT TREAT”
This means that for each type of business, whether it is a limited liability company or a joint stock company, the title of the person signing the notice must be declared accordingly. To correctly declare the title of the signer, the person carrying out the procedure needs to determine the person competent to sign the notice of change of legal representative, as stipulated in Clause 2, Article 50 of Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government on Business Registration (DKD), specifically as follows:
“The person signing the notice of change of legal representative is one of the following individuals:
…”
With the above regulations, the person carrying out the procedure only needs to note a very simple way as follows to prepare the correct business registration documents:
– If the enterprise is a joint stock company, the title of the person signing the notice of change of legal representative is of course "CHAIRMAN OF THE BOARD OF DIRECTORS".
– If the enterprise is a limited liability company with two or more members, the title of the person signing the notice of change of legal representative is naturally "CHAIRMAN OF THE BOARD OF MEMBERS".
– If the business is a one-member limited liability company but the owner is only an individual, the title of the person signing the notice of change of legal representative is of course “CHAIRMAN OF THE COMPANY”.
– For an enterprise that is a one-member limited liability company and whose owner is an organization, determining the title of the person signing the notice of change of legal representative must be based on the organizational model of the enterprise, specifically as follows:
+ The signer's title is "CHAIRMAN OF THE COMPANY" if the business organization model is "Chairman of the company"
+ The signer's title is "CHAIRMAN OF THE BOARD OF MEMBERS" if the business organization model is "Board of members"
In all of the above cases, only the person holding the above-mentioned positions has the authority to sign the notice, depending on the corresponding declared positions. These regulations also confirm the issue: legal representatives (including the old person and the person being notified of change) do not have the authority to sign the notice of change of legal representative.
Similar to the content of declaring the registrant and the title of the person signing the business registration application, Hai Phong Business Registration Office found that there are many cases where the person carrying out the procedure has forgotten to identify and declare the correct title of the signer when drafting a notice of change of legal representative. And besides, there are many cases where the person who signed this notice is not an authorized person. Hai Phong Business Registration Office hopes that the above discussed content will help businesses pay attention to complete and accurate implementation, limiting erroneous records that require amendments and supplements according to regulations!
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