PROCEDURE FOR REGISTRATION OF THE CHANGE OF THE LEGAL REPRESENTATIVE OF A LIMITED LIABILITY COMPANY

1. Legal basis?

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022, on amendments to certain articles of the Law on Public Investment, the Law on Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment Enforcement;

- Law No. 76/2025/QH15 dated July 16/2025 amending and supplementing a number of Articles of the Law on Enterprises;

- Decree No. 168/2025/ND-CP June 30, 2025, on Enterprise Registration;

- Circular No. 68/2025/TT-BTC dated July 01, 2025 promulgating forms to be used in Registration of Enterprises and Registration of Business Households.

2. What is the legal representative of a limited liability company?

Pursuant to Clause 1, Article 12 of Law on Enterprises 2020, the enterprise’s Legal Representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.

3. Number of legal representatives of a limited liability company?

Pursuant to Clause 2, Article 12 of Law on Enterprises 2020, A Limited Liability Company may have one or more than one Legal Representative. The enterprise’s charter shall specify the quantity of the Legal Representative.

4. Application dossier for registration of the change of the legal representative of a limited liability company?

The application dossier for registration of the change of the legal representative of a limited liability company is specifically provided in Clause 1, Article 43 of Decree No. 168/2025/ND-CP and includes the following documents:

- An application form for registration of replacement of legal representative (Form No. 13 issued together with Circular No. 68/2025/TT-BTC);

- A copy or original of the resolution or decision on replacement of legal representative of the owner of the single-member limited liability company, or the Board of Members of the multi-member limited liability company.

*Notes:

In case of replacement of the legal representative because the member of a two-member limited liability company who is the company's legal representative is  dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the copy or original of the resolution or decision of the Board of Members shall be replaced with the copy of document certifying that the company’s legal representative is dead, missing, liable to criminal prosecution, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty in controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works.

5. The person who signs the application for registration of the change of the legal representative?

Pursuant to Clause 2, Article 43 of Decree No. 168/2025/ND-CP, the application form for registration of replacement of legal representative shall be signed by Chairperson of the Board of Members, or Company’s President, for a single-member limited liability company. In case the Chairperson of the Board of Members or Company’s President is also the legal representative, the application form shall be signed by the new Chairperson of the Board of Members or Company’s President who is duly appointed or elected.

•  Some special cases:

In case the Chairperson of the Board of Members is absent or unable to perform his/her rights and obligations, the application form for registration of replacement of the company’s application form shall be signed by his/her authorized person.

In case no member is authorized, or the Chairperson of the Board of Members is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty in controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works, the application form for registration of replacement of the legal representative shall be signed by the person who is elected as the interim Chairperson of the Board of Members.

In case the person acting as the owner of a single-member limited liability company is detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, or has difficulty in controlling his/her behavior, the application form for registration of replacement of the legal representative shall be signed by his/her authorized person or representative.

In case of a two-member limited liability company, if the member who is the company’s legal representative is  dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the application form for registration of replacement of the legal representative shall be signed by the remaining member of the company.

6. Procedure for registration of the change of the legal representative of a limited liability company?

•  Procedure:

Step 1: Prepare the application dossier for the change of legal representative;

Step 2: The company submits the application dossier to the provincial Business Registration Office where its head office is located;

Step 3: The provincial Business Registration Office reviews the validity of the dossier;

Step 4: The provincial Business Registration Office issues the Enterprise Registration Certificate to the company.

In case the dossier is not valid, the provincial Business Registration Office shall notify the company in writing of the contents that need to be amended or supplemented.

•  Competent authority:

- The business registration authority affiliated to the Department of Finance of province or central-affiliated city shall consider issuing enterprise registration certificates to enterprises located in the province or city and falling under their jurisdiction.

- Each hi-tech zone management board shall consider issuing enterprise registration certificates to enterprises located within the hi-tech zone.

•  Processing time: Within 03 working days from the date of receiving the application.

Changing the legal representative is not a complicated procedure, but it is a sensitive step because it directly affects the validity of transactions, legal responsibilities, and even the company’s public image before partners and regulatory authorities. When businesses understand the procedure, prepare the correct documents, and carry out the process proactively, they not only save time but also avoid unnecessary legal obstacles. Whether the company is undergoing restructuring or simply replacing its management personnel, strict compliance with legal requirements ensures a smooth, transparent, and safe transition. This, in turn, forms a solid foundation for stable operations, enhanced credibility, and sustainable development in an increasingly competitive business environment.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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