Change the legal representative of foreign enterprises in Vietnam

The legal representative is one of the information indicated on the Certificate of Business Registration of the enterprise. The Law on Investment 2005 regulated that the Certificate of Investment Registration is also the Certificate of Business Registration. Therefore, the old Certificate of Investment Registration issued before July 1, 2015 showed the information of the legal representative. However, according to the new regulations, these information are only showed on the Certificate of Business Registration. If the enterprise change the legal representative, they need to perform the procedures for adjustment of the Certificate of Investment Registration/the Certificate of Business Registration.

Viet An Law Firm collect some regulations on changing the legal representative of foreign enterprises as follows:

Dossier includes:

• A written request for adjustment of the Certificate of Investment Registration/Notification of adjustment of the Certificate of Business Registration;
• Minutes on the change of legal representative;
• Decision on the change of legal representative;
• 01 notarized copy of the Certificate of Investment Registration, the Certificate of Business Registration;
• 01 notarized copy of passport of the new legal representative;
• Notarized Resident/Temporary resident confirmation of the new legal representative if he or she is foreigner;
• Power of attorney for Viet An Law Firm.

Positions of the legal representative:

• Director;
• General director;
• The Chairperson of the Board of Directors (joint-stock company);
• The Chairperson of the Board of members (multi-member limited liability company);
• The company’s President (single-member limited liability company).

Procedures:

If an enterprise wants to change its legal representative, some procedures need to be followed are:

• Adjust the Certificate of Investment Registration, the Certificate of Business Registration;
• Announce adjusted information on the National business registration portal.

Notice: Currently, if the enterprise still use the old Certificate (has not separated yet), besides adjusting the information of the legal representative, the enterprise shall have to separate the old Certificate into the Certificate of Business Registration and the Certificate of Investment Registration.

Duration:

Duration for the Certificate of Business Registration: 05 – 06 working days.

Duration for the Certificate of Investment Registration: 10 – 25 working days.

Services for changing the legal representative at Viet An Law Firm:

• Consult about conditions, dossiers, procedures for changing the legal representative;
• Prepare the legal dossier based on information clients provide;
• Represent for clients when being authorized to perform the procedures for changing the legal representative at the state-authorized agencies;
• Supervise the working process of the state-authorized agencies and explain if required;
• Give guidelines on legal problems after adjusting and separating the certificates;
• Consult about tax law and accounting for foreign enterprises.

For more information, please contact Viet An Law Firm. We are willing to help and provide legal advice and suitable services!