Currently, many enterprises are concerned with changing legal representative’s information. So, what are legal regulations regarding the change of information of a legal representative? Let’s follow the article below to learn more about this issue.
I. How is the change of information of a legal representative understood?
Let’s explore how does the law define a legal representative:
1. What is a legal representative?
A representative is a person who, on behalf of and for the benefit of another person, enters into and performs transactions within the scope of its authorised representative.
The representative includes the legal representative and the representative by authorization.
II. Documents for changing legal representative’s information
A complete dossier includes:
- A notice of changing a legal representative;
- A copy of the new valid legal representative's citizen identification card/passport/ID card;
- A letter of introduction or a power of attorney for NPLaw to implement procedures with the competent state authority.
- In addition to the Notice, depending on a type of enterprise, documents may additionally include one of the following:
+ A resolution or decision of the owner of the single-member limited liability company;
+ A resolution, decision, and a copy of the meeting minutes of the Members' Council for the multi-member limited liability company;
+ A resolution and a copy of the meeting minutes of the General Meeting of Shareholders for the joint-stock company when the change of a legal representative is accompanied by a change in the title; or a resolution, decision, and a copy of the meeting minutes of the Board of Directors for the joint-stock company when the change of legal representative does not involve a change in the title.
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III. Legal regulations on changing information of a legal representative
Legal regulations regarding the change of legal representative‘s information are as follows:
1. Processes for changing legal representative’s information
Step 1: Preparing documents
Enterprises prepare documents as required.
Step 2: Submitting the documents and fees
Enterprises submit the documents either directly, electronically, or via postal services, depending on the enterprise registration location. Most provinces/cities currently accept document submissions for changes through the national business registration portal.
Step 3: Receiving the result
Enterprises receive results either directly at the business registration authority's office or via postal services.
2. Conditions to be a legal representative
A legal representative of an enterprise must meet the following conditions:
- Being at least 18 years old and have full legal capacity;
- Not being among those prohibited from managing or establishing an enterprise;
- The legal representative does not necessarily have to be a shareholder in an enterprise.
3. Competent authority to change information of a legal representative
The authority for changing a legal representative of an enterprise is under the Business Registration Office of the Department of Planning and Investment where such an enterprise has its headquarters.
IV. Some questions related to changing information of a legal representative
1. Is it necessary to notify the tax authorities when changing the legal representative's information?
When an enterprise changes its legal representative, there is no need to notify the tax authorities. Instead, the tax authorities will send requests for information to the national enterprise registration portal or the State management authorities for business registration or provincial business registration authority to obtain the information.
2. Is there a fee required for changing the legal representative’s information compared to previously registered information?
If an enterprise changes legal representative’s information through the electronic portal, there is no fee. However, for direct submissions, the fee is 50,000 VND per submission.
3. Does changing legal representative’s information require changing the company’s charter?
Changing legal representative's information does not require altering the company's charter. The charter remains the same; the enterprise only updates the latest information for its legal representative.
4. What are fines for not notifying the competent authority when changing legal representative's information?
If an enterprise changes its legal representative without notifying the competent authority, it will be fined for administrative violations, with fines ranging from 2,000,000 VND to 5,000,000 VND.
The above information states the procedures related to changing legal representative's information. For support and learning more about legal regulations and procedures concerning the aforesaid change, you can contact NPLaw for specific legal advice and quick assistance.
