Home › News › Licence amendments

When you have to change the legal representative

An enterprise must go through this procedure when it replaces the director, the general director or the chairman of the board of management; when the outgoing representative no longer meets the conditions for running the company; when the governance structure changes; or when it needs a file in order to sign contracts, raise finance or bid for tenders.

The change must be registered within ten days (clause 2 of article 30 of Luật Doanh nghiệp 2020).

What the file for changing the legal representative contains

The file submitted to Sở Tài chính tỉnh Gia Lai (Phòng Doanh nghiệp và Kinh tế tập thể) contains:

a) The application to register the change of legal representative.

b) A copy or the original of the resolution or decision on the change: of the 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 company charter, or of the board of management, where it does not alter the charter beyond the personal details and signature of the representative, for a joint stock company.

Where the outgoing representative has died, disappeared, is under criminal prosecution, is in custody, is serving a prison sentence, or is in one of the comparable situations set out in clause 6 of article 12 of the Law on Enterprises, the resolution or decision is replaced by a document confirming that situation, and the application is signed by the remaining member of the company.

Who may sign the application

For a limited liability company: the chairman of the members' council or the company chairman signs. If that person is the legal representative being replaced, the signatory is the newly appointed or elected chairman.

For a joint stock company: the chairman of the board of management signs. If the chairman of the board is the representative being replaced, the signatory is the newly elected chairman.

If the chairman of the members' council or of the board of management is absent, has lost civil act capacity, is in custody, is banned from holding office or is in a comparable situation, the signatory is the person authorised, or the person elected as acting chairman under clause 4 of article 56, clause 3 of article 80 or clause 4 of article 156 of the Law on Enterprises.

If the owner of a single-member limited liability company is an individual who is in custody, or whose civil act capacity is limited or lost, the signatory is the representative or the authorised person under clauses 2 and 5 of article 78 of the Law on Enterprises.

Where the change of representative is made at the same time as other changes to the enterprise registration, the whole file is still signed by the individuals named above, except on a change of owner of a single-member limited liability company.

When a business licence has to be amended more generally

Beyond a change of representative, an enterprise in Gia Lai must amend its enterprise registration certificate when it: transfers or changes capital contribution ratios; moves its head office to a new address; changes the details of a contributing member; updates a member's or representative's new CCCD or permanent address; or brings its registered particulars into line with what it actually does.

Failing to update in time can lead to an administrative penalty and cause difficulty when signing contracts or arranging finance.

The file for changing members and capital contributions

Where the change concerns members or capital contributions, the file also needs:

b) The list of members of the limited liability company with two or more members, signed by the incoming member and by any member whose contribution has changed. Members whose position is unchanged need not sign.

c) A copy or the original of the members' council resolution or decision on the change of members.

d) Evidence of the capital contribution by the incoming member.

e) The list of beneficial owners, where there are any.

The receiving authority and processing time

The file goes to Sở Tài chính tỉnh Gia Lai, Phòng Doanh nghiệp và Kinh tế tập thể, at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666. This is the provincial business registration authority since the former Sở Kế hoạch và Đầu tư was merged into Sở Tài chính.

Processing at Sao Việt takes three working days from a complete and valid file.

Service fees at Sao Việt

Amending the business licence: 500.000 đồng per amended item (change of representative, change of member, change of head office and so on, each counted separately).

The all-inclusive service covers advice, drafting, filing, following up and delivering the new enterprise registration certificate to you. The quote is fixed before we start, with nothing added afterwards.

The process

1. Take the details and advise Sao Việt checks the company form and what is changing, in order to settle which file and which internal documents are needed.
2. Draft the change of enterprise registration Draft the application, the resolution or decision of the competent body (members' council, general meeting of shareholders or board of management as the case may be), and the list of members if capital contributions change.
3. File with Sở Tài chính tỉnh Gia Lai File with the Phòng Doanh nghiệp và Kinh tế tập thể, 181-183 Lê Hồng Phong, Phường Quy Nhơn.
4. Receive the new enterprise registration certificate The business registration authority issues the certificate with the details updated on the national enterprise registration system.
5. Hand over the result Sao Việt delivers the new certificate to you and explains the related steps, such as having a seal made or notifying a specimen signature where needed.