LEGAL REPRESENTATIVE CHANGES
When the company has a change in organizational structure, the adjustment of the business registration certificate should be implemented as soon as possible. This has a direct impact on the company’s business.
However, when carrying out related procedures, enterprises inevitably face difficulties with legal regulations that are not easily accessible. Using the service to support the procedure for changing the director – legal representative of the company is something to consider.
SOME NOTES AND misunderstandings about the DIRECTOR – LEGAL REPRESENTATIVE
1. The legal representative is not always the director.
The legal representative may choose one title as director, chairman of the members’ council, chairman of the board of directors or another title. Therefore, the legal representative is not always the director.
2. The company may have more than one legal representative.
The Enterprise Law 2020 stipulates that an enterprise can have many legal representatives.
3. Only the change of legal representative needs to change the business registration certificate.
When we need to change the legal representative, we need to register to change the business registration certificate. If there is a change of director, only a new director must be appointed. Therefore, in this article, we only talk about changing the legal representative of the company.
4. The title of director (general director) is only 1 person.
The head who has the right and obligation to run all activities of the company is the director (some companies use the title of general director). This highest position is held by only one person. If the company uses the title of general manager for this person, the title “director” can be used for department heads, and the word director always accompanies the department that person is in charge of.
5. The legal representative does NOT have full decision-making power including signing contracts.
Many people mistakenly believe that the legal representative has full decision-making power and only he or she has the right to sign the contract.
In fact, the person with the highest authority to decide all activities in the enterprise is the owner of the one-member limited liability company, the chairman of the members’ council (as authorized by the members’ council), the chairman of the board of directors, and the chairman of the board of directors. (as authorized by the Board of Directors or the General Meeting of Shareholders).
Clause 1, Article 12 of the Law on Enterprises stipulates that “The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from transactions of the enterprise, representing the enterprise in the capacity of the enterprise. the manner in which the claimant settles a civil matter, the plaintiff, the defendant, the person with related interests and obligations before the arbitration, the court and other rights and obligations as prescribed by law. The Law on Enterprises does not automatically give the legal representative the right to sign contracts (establish transactions) except for labor contracts (Prescribed in the Labor Code). However, the majority of legal representatives are also directors. Therefore, they enter into contracts as directors, which is vested in the decision to appoint the director.
After understanding the roles, rights and responsibilities of the legal representative of the company, the enterprise that wants to change the legal representative can carry out the registration procedure for the change of the business registration certificate by itself or ask we always for support
Guide you to carry out the procedure for changing the legal representative of the company
Profile composition
- Notice of change of business registration contents includes: Current name, enterprise identification number, tax code or business registration certificate number, expected name change and signature of legal representative. ;
- Minutes of the general meeting of shareholders in the case of a joint-stock company / of the Members’ Council in the case of a two-member limited liability company / of the owner in the case of a limited liability company. (Note that there is content to amend the charter) .
- Decision of the general meeting of shareholders in the case of a joint-stock company / of the Members’ Council in the case of a two-member limited liability company / of the owner in the case of a limited company. (Note that there is content to amend the charter) .
- Attached documents include: A copy of the business registration certificate.
Business registration method
- Your business will have to scan the profile and send it to the National Business Portal https://dangkytinhdoanh.gov.vn/ .
- Then monitor and receive notice of amendments and supplements, if any, from the Business Registration Office. In case of receiving a notice of valid application, the enterprise will send a paper dossier to the address of the Business Registration Office where it was established.
What to do after changing the legal representative of the company
After changing the legal representative of the Company on the business registration certificate, we need to do the following:
- Notify and register changes to legal representative information with company bank accounts;
- Notify the partners who have signed the contract if there is a change in the authorized person to sign the contract.
