SERVICES AS A LEGAL REPRESENTATIVE
VinaSC is a unit specializing in providing legal representative services for businesses in Vietnam
1. SERVICE PROVISION PROCESS AT VINASC:
Step 1. Vinasc receives information on the provision of legal representative services to customers with the following basic contents:
Information of enterprises in need of legal representatives: Certificate of business registration;
Needs of enterprises for legal representatives: Time (number of months/year) need for a legal representative/ professional qualifications of the legal representative,…
Step 2. Depending on each specific case, Vinasc will consider giving advice and guidance related to the provision of services, the legal representative of the two sides discuss to agree on the content of the service. After that, Vinasc based on the documents provided to draft the service contract of the legal representative for the authentic enterprise;
Step 3. Vinasc prepares dossiers related to the change/addition of legal representatives as follows:
Notice of change/addition of legal representative;
Minutes of the meeting/ Decision of the owner/ Resolution related to the change/addition of the legal representative;
Written authorization of the enterprise;
Service contract related to the service of legal representative for the enterprise
Step 4. Vinasc transfers to customers to sign; Receive back the signed dossier from the customer and check the authenticity of the dossier;
Step 5. Submit the application at the competent authority and receive the result of “change of legal representative”;
Step 6. Transfer to the Client specific results.
Step 7. Vinasc provides legal representative services for enterprises on a monthly basis.
2. SPECIFIC RESULTS:
– Provide legal representative services for enterprises
3. ESTIMATED TIME OF SERVICE PROVISION:
– Provide legal representative services for enterprises: provide services on a monthly basis based on the service contract signed by the 2 parties.
The time to start providing services is counted from the date customers / Vinasc complete the procedures for registration to change the legal representative at the competent authority.
4. VINASC’S OBJECTIVES:
Help investors establish and operate businesses without necessarily having a presence in Vietnam.
Help investors/enterprises in Vietnam comply with the provisions of law, avoid the risk of administrative sanctions from competent authorities in Vietnam.
Ensure the best implementation of the rights and obligations of the enterprise.
Help investors control and minimize risks later.
Reduce management and other costs;
5. SCOPE OF LEGAL REPRESENTATIVE SERVICES THAT VINASC WILL PROVIDE:
Training professional knowledge and necessary skills for legal representatives according to standards and requirements set by customers.
Proactively coordinate with businesses to arrange, operate and manage human resources in the most effective way.
Work directly with partners, state agencies and related departments.
Perform other tasks as agreed.
6. WHY DO ENTERPRISES NEED TO USE SERVICES IN THE NAME OF LEGAL REPRESENTATIVES?
Clause 2, Article 12 of the Enterprise Law 2020 stipulates:
“Limited liability companies and joint stock companies may have one or more legal representatives. The company’s charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise.”
Clause 3, Article 12 of the Enterprise Law 2020 stipulates:
“Enterprises must ensure that there is always at least one legal representative residing in Vietnam. When there is only one legal representative residing in Vietnam, this person when leaving Vietnam must authorize in writing another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative”
Accordingly, the law stipulates that the number of legal representatives of an enterprise is unlimited. However, enterprises must ensure at least one legal representative according to residence in Vietnam.
In case the enterprise fails to comply, it may be administratively sanctioned in accordance with the law.
7. WHAT ARE THE PENALTIES FOR ENTERPRISES THAT DO NOT HAVE LEGAL REPRESENTATIVES RESIDING IN VIETNAM?
Pursuant to Article 51 of Decree 122/2021/ND-CP stipulating the penalties for violations of legal representatives, specifically as follows:
“1. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for one of the following acts:
a) There is no legal representative residing in Vietnam;
b) Not authorizing in writing another person to act as a representative or the written authorization has expired but not renewed when the sole legal representative of the enterprise leaves Vietnam;
c) The authorized representative does not meet the criteria as prescribed;
d) The authorization exceeds the maximum number of authorized persons as prescribed by law.
2. Remedies:
a) Forcibly register a person residing in Vietnam as a representative of the enterprise for violations specified at Point a, Clause 1 of this Article;
b/ To forcibly authorize another person to act as a representative for violations specified at Point b, Clause 1 of this Article;
c/ To forcibly change a representative who meets the prescribed criteria for violations specified at Point c, Clause 1 of this Article.”
*Note: The above is a fine for individuals , the fine for organizations is equal to 02 times the fine for individuals.
Thus, if the enterprise does not have a legal representative residing in Vietnam, it may be fined from VND 20,000,000 to VND 30,000,000. In addition, enterprises must also apply remedial measures to force the registration of people residing in Vietnam as representatives of enterprises.
|
STT |
Contents |
Executor |
||
|
Customers (1) |
Vinasc Group (2) |
Vinasc Group replaced (3) |
||
|
1 |
Notice of request for change/addition of legal representative |
|
X |
|
|
2 |
Decision of the owner/board of members/ Board of Directors |
|
X |
|
|
3 |
Minutes of meetings of the Members’ Council/ Board of Directors |
|
X |
|
|
4 |
Power of attorney |
|
X |
|
|
5 |
Copy of CCCD/ Passport of the legal representative |
|
X |
|
|
6 |
Service performance contract |
|
X |
|
(*) According to the procedure, customers are obliged to execute the documents in column (1) and Vinasc will be obliged to execute the documents in column (2).
(*) In some cases where customers encounter difficulties in preparing documents, Vinasc can replace the documents in column number (3). However, in this situation we have to look at each case on a case-by-case basis and problems such as the following will arise:
– Incur dossier implementation costs (costs will vary depending on each state agency, legal regulations in Vietnam in each period are also different)
– Additional time is incurred due to the preparation of these documents
(*) During the preparation period, the customer scans all the above documents so that we can prepare the documents in time.
(*) In some special situations, State agencies may request additional information to supplement dossiers. As Tax Reports…..
For any information about the service of legal representative, please contact Vinasc Group Joint Stock Company for detailed advice.