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Who the legal representative is, and why a change must be registered

The người đại diện theo pháp luật (the legal representative) is the individual who exercises the enterprise's rights and obligations arising from its transactions, and who represents it before arbitration, the courts and other authorities. When the enterprise changes that person, the enterprise must register the change to its enterprise registration certificate, under clause 1 of article 30 of Luật Doanh nghiệp 2020 (the Law on Enterprises).

A công ty TNHH (a limited liability company) and a công ty cổ phần (a joint stock company) may have one or several legal representatives. The Điều lệ công ty (the company charter) sets out how many, their titles, and the rights and obligations of each.

A limited liability company with two or more members must have at least one legal representative holding the office of chairman of the members' council, director or general director. If the charter is silent, the chairman of the members' council is the legal representative by default.

Where a joint stock company has only one legal representative, that person is the chairman of the board of management, the director or the general director; if the charter is silent, the chairman of the board of management holds the role by default. Where the company has more than one, the chairman of the board of management and the director or general director are both legal representatives as of right.

An enterprise must at all times have at least one legal representative residing in Vietnam. When the sole legal representative resident in Vietnam leaves the country, that person must authorise in writing another individual residing in Vietnam to exercise their rights and obligations, and remains responsible for what has been delegated.

What the file for changing the legal representative contains

Under Điều 43 Nghị định số 168/2025/NĐ-CP (article 43 of Decree 168/2025), the file submitted to the provincial business registration authority where the company has its head office contains:

1. The application to register the change of legal representative.

2. A copy or the original of the resolution or decision on the change of legal representative: - of the company owner, for a single-member limited liability company; - of the members' council, for a limited liability company with two or more members; - of the general meeting of shareholders, where the change alters the content of the company charter; or of the board of management, where it does not alter the charter beyond the personal details and signature of the representative, under article 24 of the Law on Enterprises.

Where the change arises because the former legal representative has died, disappeared, is under criminal prosecution, is in custody, is serving a prison sentence, is subject to an administrative handling measure, has absconded from their place of residence, has limited or lost civil act capacity, has difficulty in perceiving or controlling their conduct, or has been banned by a court from holding office or practising (under clause 6 of article 12 of the Law on Enterprises), the resolution or decision is replaced by a copy of the document confirming that situation. In that case the remaining member of the company has authority to sign the application.

Who has authority to sign the application

The person signing the application to register a change of legal representative is one of the following:

- The chairman of the members' council or the company chairman, for a limited liability company. If that person is also the legal representative being replaced, the signatory must be the newly appointed or elected chairman of the members' council or company chairman.

- The chairman of the board of management, for a joint stock company. If the chairman of the board of management is the legal representative being replaced, the signatory must be the newly elected chairman.

- A person authorised by the chairman of the members' council or of the board of management, where that chairman is absent or unable to exercise their rights and obligations. If nobody has been authorised, or the chairman is in one of the situations described above (death, disappearance, custody and so on), the signatory is the person elected as acting chairman under clause 4 of article 56, clause 3 of article 80 and clause 4 of article 156 of the Law on Enterprises.

- An authorised person or a representative under clauses 2 and 5 of article 78 of the Law on Enterprises, where the owner of a single-member limited liability company is an individual who is in custody, serving a prison sentence, subject to an administrative handling measure, or has limited or lost civil act capacity or difficulty in perceiving or controlling their conduct.

If the enterprise registers a change of legal representative at the same time as another change, notification, update or correction to its registered particulars (other than a change of owner of a single-member limited liability company), all the documents in the file, including the power of attorney for the procedure, must be signed by one of the persons with authority listed above.

Where to file, how long it takes, and the notice period

The file goes to Sở Tài chính tỉnh Gia Lai (the Gia Lai provincial Department of Finance), Phòng Doanh nghiệp và Kinh tế tập thể (its Enterprise and Collective Economy Division), at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666. This is the provincial business registration authority since Sở Kế hoạch và Đầu tư (the former Department of Planning and Investment) was merged into Sở Tài chính.

On receipt, the provincial business registration authority issues a receipt and an appointment for collection. Within three working days of receiving the file it checks that it is in order and issues a new Giấy chứng nhận đăng ký doanh nghiệp (enterprise registration certificate); if the file is not in order, it notifies in writing what must be corrected or added.

The enterprise is responsible for notifying changes to its registered particulars within ten days of the change. Filing late can attract an administrative penalty.

Cost and timing at Tư Vấn Sao Việt

The fee for amending the business licence, per amended item, including a change of legal representative, is 500.000 đồng. The enterprise registration certificate is completed in the statutory three working days.

Clients in a hurry can choose the express package, with the licence in one day, for a surcharge agreed according to the file.

What we hand over is the enterprise registration certificate as amended, together with the full legal file relating to the change.

The process

1. Prepare the file Draft the application to register the change of legal representative and the corresponding resolution or decision for the company form (owner, members' council, general meeting of shareholders or board of management).
2. Establish who signs Check signing authority against the office currently held or newly elected or appointed, under Điều 43 Nghị định 168/2025/NĐ-CP.
3. File it File with Sở Tài chính tỉnh Gia Lai, Phòng Doanh nghiệp và Kinh tế tập thể, 181-183 Lê Hồng Phong, Phường Quy Nhơn.
4. Collect the result The business registration authority reviews the file and issues a new enterprise registration certificate if it is in order.