Article 12 of the 2020 Enterprise Law defines the legal representative of an enterprise as an individual who represents the enterprise in exercising the rights and obligations arising from transactions of the enterprise and represents the enterprise in legal proceedings at courts or commercial arbitration.
The service for changing the legal representative information of investors/enterprises is a service provided by VinaSC Group, which includes consulting and carrying out procedures to register changes in investment registration details/business registration details in accordance with legal regulations. With many years of experience and a high-quality team, VinaSC Group is confident in delivering professional, prompt, and effective services to our esteemed customers.
I. SERVICE PROVISION PROCESS AT VINASC:
Step 1: VINASC receives basic information about the change of the company’s legal representative
•Case 1: The Legal Representative of the Investor is an Organization
– Personal information of the new proposed legal representative; or
– Information that needs to be updated for the current legal representative.
•Case 2: The Legal Representative of the Economic Organization (Company) Implementing the Project
– Personal information of the new proposed legal representative; or
– Information that needs to be updated for the current legal representative.
•Case 3: The Legal Representative of the Investor is an Organization and Simultaneously the Legal Representative of the Economic Organization Implementing the Project
– Personal information of the new proposed legal representative; or
– Information that needs to be updated for the current legal representative.
– VinaSC will review the specific legal requirements involved to develop a service implementation plan
Step 2: Prepare necessary dossier
- The two parties discuss and agree on the content of the service, then Vinasc bases on them to prepare the necessary documents to hand over to the business for authentication.
- Vinasc receives the complete authenticated dossier along with the documents that the business needs to prepare to complete the dossier.
Step 3: Submit the application to the competent authority as prescribed
•Case 1:
– Submit the application for adjustment of the Investment Registration Certificate (IRC) to the investment registration authority.
•Case 2:
– Submit the application for adjustment of the Enterprise Registration Certificate (ERC) to the business registration authority.
•Case 3:
– Submit the application for adjustment of the Investment Registration Certificate (IRC) to the investment registration authority.
– Submit the application for adjustment of the Enterprise Registration Certificate (ERC) to the business registration authority.
Step 4: Track the processing of documents
- VINASC monitors the dossier processing process step by step and reports the progress to the business as requested. In case of need to modify, supplement information, documents, Vinasc is responsible for completing it as soon as possible to limit work interruption.
Step 5: Complete the service & Deliver the results to the client
- Review all the steps of the service implementation to ensure that the service has been completed comprehensively
- Transfer to the business the specific results that Vinasc collects on behalf of the business during the service provision process.
II. SPECIFIC RESULTS
- New Investment Registration Certificate (IRC) (For Case 1 and Case 3)
- New Enterprise Registration Certificate (ERC) (For Case 2 and Case 3)
III. ESTIMATED IMPLEMENTATION TIME
- Obtaining the Investment Registration Certificate: 25-30 working days
- Obtaining the Enterprise Registration Certificate: 5-7 working days
The above estimated time is calculated from the day VinaSC receives all required documents from you.
IV. DETAILED INSTRUCTIONS
*Comprehensive List of Required Documents
| No. | Required documents | Implementer | ||
| Customer
(1) |
Vinasc Group (2) | Vinasc Group handles on behalf of our client (3) | ||
| 1 | Enterprise Registration Certificate/Investment Registration Certificate | X | ||
| 2 | Notice of change of legal representative | X | ||
| 3 | Copy of personal legal documents for the new legal representative: ID card/Passport | X | X | |
| 4 | Depending on the type of enterprise, prepare the following documents:
– For a single-member limited liability company: Resolution, decision of the single-member limited liability company
– For a limited liability company: Resolution, decision, and copy of the minutes of the meeting of the Members’ Council
– For a joint-stock company: Resolution and copy of the minutes of the General Meeting of Shareholders |
X | X | |
| 5 | Power of attorney | X | X | |
(*) According to the procedure, the customer is responsible for completing the documents in column (1), and Vinasc will be responsible for completing the documents in column (2).
(*) In some cases, if the customer has difficulty preparing the documents, Vinasc can complete the documents in column (3) on their behalf. However, in this situation, we must examine each specific case and the following issues may arise:
– Additional document preparation costs (these costs will vary depending on the government agency and the legal regulations in Vietnam at each stage)
– Additional time required to prepare these documents
(*) During the preparation process, the customer should send a scanned copy of all the above documents in advance so that we can prepare the documents in a timely manner.
(*) In some special cases, the government agency may request additional information to supplement the documents.
LEGAL REPRESENTATIVE OF THE ENTERPRISE
Depending on the type of business activity and the enterprise’s needs, each enterprise must have at least one legal representative upon establishment. When there is only one legal representative residing in Vietnam, this person must authorize another individual residing in Vietnam to perform the rights and obligations of the legal representative when they leave Vietnam.
In this case, the legal representative remains responsible for the execution of the delegated rights and obligations. For limited liability companies and joint-stock companies, there can be one or more legal representatives (Clause 2, Article 12 of the 2020 Enterprise Law). If the division of rights and obligations of each legal representative is not clearly defined in the company’s charter, each legal representative of the company has full authority to represent the enterprise to third parties, and in this case, all legal representatives are jointly responsible for the damages caused to the enterprise as prescribed by law.
*Responsibilities of the Legal Representative of the Enterprise
- Perform the assigned rights and obligations honestly, prudently, and in the best interest of the enterprise;
- Be loyal to the interests of the enterprise; not abuse their position or use information, secrets, business opportunities, and other assets of the enterprise for personal gain or to benefit other organizations or individuals;
- Promptly, fully, and accurately inform the enterprise of any enterprise in which they or their related parties hold ownership or shares, or have contributed capital as stipulated by this Law.
- The legal representative of the enterprise is personally liable for damages caused to the enterprise due to violations of the aforementioned responsibilities.
The above content includes the basic concepts and regulations regarding the legal representative of an enterprise and the procedures for changing the legal representative of an enterprise. Depending on the customer’s needs, VinaSC usually provides consultation and support to investors to effectively manage related services such as tax-accounting, labor, social insurance, salary, and other licenses, ensuring compliance with Vietnamese law.
Contact VinaSC for consultation, support, and to receive a detailed quote for the above-mentioned services.