Change of Legal Representative in Vietnam 2026: Dossiers, Procedures & Costs

During the operation and development orientation, which is very common for an enterprise to arise the need to change the company director or chairman, the titles that often directly assume this role. However, this transition does not stop at internal human resource decisions but forces the enterprise to carry out the procedure to change business registration in accordance with the regulations of the Department of Finance. The article below will provide detailed instructions on the topic of change of legal representative in Vietnam 2026: dossiers, procedures & costs, helping enterprises to change legal representative in Vietnam quickly, accurately, and minimize legal risks.

Dossiers for changing company legal representative in Vietnam

Based on Clause 1, Article 43 of the new Decree 168/2025/ND-CP on business registration applicable from July 1, 2025, the registration dossier to amend legal representative includes the following documents:

• Notice of changing the legal representative.
• A copy or original of the resolution or decision on changing the legal representative of the company owner for a single-member LLC; of the Board of Members for a multiple-member LLC; of the General Meeting of Shareholders for a joint-stock company in case the change of legal representative changes the contents of the company’s Charter, or of the Board of Directors in case the change of legal representative does not change the contents of the company’s Charter other than the personal information and signature of the legal representative specified in Article 24 of the Law on Enterprise 2020.

In the case of a multiple-member LLC with two members, if the individual member acting as the legal representative of the company dies, goes missing, is being prosecuted for penal liability, is detained, is serving a prison sentence, is serving an administrative handling measure at a compulsory drug rehabilitation establishment or compulsory educational establishment, absconds from the place of residence, has restricted or lost civil act capacity, has cognitive and behavioral difficulties, or is prohibited by the Court from holding certain positions, practicing certain professions, or doing certain jobs, the registration dossier to amend legal representative includes: notice of changing the legal representative, a copy or original resolution on changing the legal representative.

Note: The copy or original of the resolution or decision of the Board of Members is replaced by a copy of the document confirming that the legal representative of the company dies, goes missing, is being prosecuted for penal liability, is detained, is serving a prison sentence, is serving an administrative handling measure at a compulsory drug rehabilitation establishment or compulsory educational establishment, absconds from the place of residence, has restricted or lost civil act capacity, has cognitive and behavioral difficulties, or is prohibited by the Court from holding certain positions, practicing certain professions, or doing certain jobs. At the same time, the competent person to sign the notice of changing the legal representative is the remaining member of the company.

Standard online procedure to change legal representative in Vietnam

Based on Clause 1 and Clause 5, Article 43 of Decree 168/2025/ND-CP and Procedure 2 of Decision 4166/QD-BTC in 2025:

Time for changing company legal representative

Within 03 working days, if the dossier is valid, the provincial business registration authority issues the enterprise registration certificate and a notice.

If the conditions are not met, the registration authority sends a notice requesting modification and supplementation of the dossier online. The applicant logs into the national business registration information system to receive feedback and processing results.

Note: Enterprises must publicly notify on the National Business Registration Portal about the change of foreign investor shareholder information.

Costs to change business registration

Based on Circular 47/2019/TT-BTC and Circular 64/2025/TT-BTC:

• Enterprise registration state fees: free from July 1, 2025, as dossiers require 100% online registration.
• Fee for publishing enterprise registration contents: 100,000 VND/time.
• The fee for publishing enterprise registration contents will be paid at the time of submitting the enterprise registration dossier. If registration is not granted, it will be refunded.

Competence to resolve the procedure to change legal representative

• The business registration authority under the Department of Finance of the province or centrally run city issues enterprise registrations for enterprises, branches, representative offices, and business locations with addresses in the province or centrally run city within its local management scope, except for the Management Board of hi-tech parks. The business registration authority may organize points to receive dossiers and return results belonging to the business registration authority at different locations in the provincial area.
• The Management Board of the hi-tech park issues enterprise registrations for enterprises, branches, representative offices, and business locations with addresses located in the hi-tech park.
• The business registration authority under the Department of Finance of the province or centrally run city and the Management Board of the hi-tech park are collectively referred to as the provincial business registration authority.

Common errors when carrying out change of legal representative in Vietnam 2026: dossiers, procedures & costs

Errors regarding the validity of dossiers and forms

• Wrong signing authority: The notice of change (Appendix II-2) is signed by the wrong authority. According to regulations, the person signing the notice can be the Chairman of the Board of Directors, the Chairman of the Board of Members, or the old/new legal representative depending on each type of enterprise and the specific regulations of the Law on Enterprise.
• Data inconsistencies: The lack of consistency in personal information (Citizen Identity Card number, date of issue, address), date of issuance of documents between the Decision, Meeting Minutes, and Notice of change.
• Missing dossier components: Omitting valid copies of legal personal documents of the new legal representative, or missing the Power of Attorney and personal documents of the person directly submitting the dossier.
• Errors in document format: Meeting minutes lack the signatures of the chairperson and the person recording the minutes; multi-page documents do not have overlapping stamps (for dossiers submitted directly or scanned from original copies).

Errors related to legal conditions

• Violation of personnel conditions: The newly appointed person belongs to the group prohibited from managing and operating an enterprise (serving a prison sentence, being prosecuted for penal liability, or being prohibited from practicing).
• Obstacles regarding operating status: The enterprise is in the state of having its tax code closed, owing tax arrears, or not having fulfilled its financial obligations, leading to the business registration system blocking the approval of new dossiers.

Errors when performing electronic declarations (Online)

• Document format errors: The scanned copy is blurry, smudged, missing corners, does not clearly show the seal/signature, or the file format is not PDF.
• Mismatched declared data: The data entered directly on the National Portal does not completely match the content of the attached PDF document file.
• Uploading files to the wrong location: Uploading document files to the wrong specified information fields on the system (e.g., uploading a Decision to the Meeting Minutes section).

Information synchronization errors

• Delayed internal information updates: Failure to promptly contact the provider to change information on the Digital Signature (Token), leading to an interruption in issuing electronic invoices or tax declaration.
• Lack of synchronization with relevant agencies: Omitting the update of new legal representative information with Banks, Customs authorities, and Social Insurance agencies.
• Contract risks: Ignoring the procedure of sending an official notice document to partners and clients who have unfinished transaction contracts.

Notes on the procedure for changing the legal representative in Vietnam

Regarding conditions to be a legal representative of a company

• Being 18 years of age or older;
• Having full civil act capacity;
• Not having the tax code suspended on the tax management and enterprise management data;
• The representative does not necessarily have to be a capital contributor in the company;
• The enterprise must ensure that there is always at least one legal representative residing in Vietnam.

Regarding the title of the legal representative of the company

The Director/General Director of a company may serve as the Director/General Director of another enterprise (except state-owned enterprises and public companies).

A company may choose the following titles for its legal representative:

• Director of the company;
• General Director of the company;
• Chairman of the Board of Directors – for a joint-stock company;
• Chairman of the Board of Directors concurrently General Director/Director – for a joint-stock company;
• Chairman of the Board of Members concurrently General Director/Director – for a multiple-member LLC;
• Chairman of the Board of Members – for a multiple-member LLC;
• Company Chairman – for a single-member LLC;
• Or other titles as prescribed in the company’s Charter or legal regulations. At least 06 months before the expiration date of the Certificate of establishment meeting food safety conditions, food production and business organizations and individuals must submit an application for re-issuance of the Certificate in case of continuing production and business. The dossier, order, and procedures for re-issuance are implemented in accordance with Article 36 of the Law on Food Safety 2010.

Regarding the number of legal representatives of some companies

• According to the provisions of the Law on Enterprise 2020, a joint-stock company and an LLC may have one or more legal representatives;
• The company’s Charter specifically stipulates the number, management titles, and rights and obligations of the enterprise’s legal representative.

In addition, during the process of change company registration in Vietnam, there are a few notes as follows:

• When an enterprise proceeds to change its legal representative, if the enterprise registration does not have phone number information, or the enterprise information has not been updated on the National Business Registration Portal, or the industry code has not been classified according to the national economic sector system, the enterprise must implement and supplement to proceed with the procedure to change the legal representative.
• The person signing the notice of changing the legal representative is one of the following individuals:
  • Chairman of the Board of Directors or Chairman of the Board of Members or Company Chairman for the corresponding type of company;
  • In case the Chairman of the Board of Members/Chairman of the Board of Directors is the legal representative, the person signing the notice is the newly elected Chairman of the Board of Members/Chairman of the Board of Directors.

Changing the legal representative is an important procedure for all enterprises. With many years of experience in the field of corporate legal consulting, Viet An Law Firm is proud to be a reliable companion of our clients in this process. In this article about change of legal representative in Vietnam 2026: dossiers, procedures & costs, Viet An Law Firm will help clients clearly understand the process, fully prepare dossiers, and complete procedures quickly, accurately, and ensure the legitimate rights and interests of the enterprise.

Important notes after changing the legal representative in Vietnam

After changing the legal representative, the company needs to carry out the following procedures:

• When changing the legal representative of the enterprise, changing the company director, or changing the company chairman, it is necessary to note the registration to change the account holder information at the bank;
• In case the old legal representative is the head of a branch, representative office, or business location, if there is a need to change, the company needs to carry out the procedure for change company registration in Vietnam;
• Notify clients, partners, insurance agencies, and other relevant agencies about the change of legal representative;
• For companies with business licenses such as travel business licenses, transport business licenses, food hygiene and safety certificates, fire prevention and fighting, and security and order, it is necessary to carry out procedures to change the representative information on these licenses;

Note: When changing the legal representative, the transfer of capital to the new legal representative requires attention to the procedure for declaring personal income tax of the transferor, and paying income tax (if generating taxable income).

Some related questions

Does the legal representative have to reside in Vietnam?

The enterprise must ensure that there is always at least one legal representative residing in Vietnam. In case an enterprise has only one legal representative, that person must reside in Vietnam and must authorize another person in writing to perform the rights and obligations of the legal representative when leaving Vietnam. In this case, the legal representative is still responsible for the performance of the authorized rights and obligations.

Can a company have multiple legal representatives?

Yes. A multiple-member LLC, a single-member LLC, and a joint-stock company may have one or more legal representatives. The company’s Charter specifically stipulates the number, management titles, and rights and obligations of the enterprise’s legal representative. If the company has more than one legal representative, the company’s Charter specifically stipulates the rights and obligations of each legal representative.

Can someone be a legal representative but not contribute capital?

Yes. The company can hire another person to act as its legal representative. The legal representative may not necessarily be a capital contributor in the enterprise.

Can the legal representative authorize another person?

Yes. The legal representative may authorize another person to manage the enterprise through a written authorization.

Must the legal representative of an enterprise necessarily be a member or shareholder of the company?

Current laws do not stipulate that the enterprise’s legal representative must be a company member or shareholder. Therefore, an enterprise can let an outsider stand as the company’s legal representative.

When carrying out the procedure to change legal representative in Vietnam, what documents does the legal representative need to provide?

When changing the legal representative, the enterprise needs to provide 01 (One) valid certified copy of personal document (Identity Card, Citizen Identity Card, or passport) of the new legal representative.

How long is the processing time and what are the costs for changing the legal representative?

• Dossier processing time is 3 working days from the date of receipt of the dossier.
• The state fees for business registration change of the company are free, the enterprise only needs to pay the fee for publishing the changed information on the national portal of 100,000 VND.

Services of Viet An Law Firm regarding procedures to change the legal representative in Vietnam

• Consulting and inspecting conditions for the new legal representative of the company;
• Consulting on the title of the legal representative suitable for the company’s needs and company type;
• Drafting dossiers to change the legal representative for the company;
• Representing clients to submit dossiers and monitor the procedure implementation process at the business registration authority until the results are issued and handed over to clients;
• Representing clients to perform the publication of enterprise registration change information on the National Business Registration Portal;
• Consulting clients on procedures after changing the legal representative, such as: how to notify clients, partners, banks, and how to change sub-licenses that record the information of the old legal representative.

If clients need more detailed instructions on changing the legal representative, other business registration in Vietnam, please contact Viet An Law Firm for detailed advice and full-package services.