Tiếng ViệtIn business operations, the legal representative is a key individual who acts on behalf of the company in conducting transactions, signing contracts, and bearing legal responsibility before the State. Therefore, any change, including changing the legal representative, must be carried out in strict compliance with the law in order to ensure the company’s legal validity.
From 1 July 2025, when the 2025 amended Law on Enterprises and Decree No. 168/2025/ND-CP officially came into effect, the procedures for changing a company’s legal representative have been regulated more strictly, particularly with respect to notification deadlines, required documentation, and the obligation to update corporate information.
In this article, Lexconsult & Partners provides detailed guidance on the conditions, documentation, and procedures for changing a legal representative in accordance with the latest regulations—helping enterprises fully understand their legal obligations, minimize compliance risks, and ensure that all business transactions remain transparent and legally secure.
1. Legal Basis and the Role of the Legal Representative in an Enterprise
1.1. Definition of the Legal Representative in an enterprise
A legal representative is an individual authorized by the enterprise to act on its behalf and to assume responsibility for performing the legal rights and obligations arising from the company’s business activities. This person represents the company in signing contracts, working with state authorities and business partners, and bears legal responsibility for all legal transactions of the enterprise.
Under the 2025 Law on Enterprises, limited liability companies (LLCs) and joint-stock companies (JSCs) are required to have at least one legal representative. Such individual must satisfy the following basic conditions:
– Have full civil act capacity;
– Not be subject to any prohibition on enterprise management;
– Have their information recorded in the Enterprise Registration Certificate (ERC) and updated promptly in the event of any change.
Correctly identifying the legal representative enables the enterprise to ensure the legality of all its civil, commercial, and investment activities.
1.2. The Role of a Company’s Legal Representative
Within the corporate governance and organizational structure, the legal representative holds a central position, serving as the link between the enterprise and state authorities, business partners, and customers. Key roles include:
– Signing contracts and conducting important transactions on behalf of the enterprise;
– Managing, supervising, and ensuring that the company’s operations comply with applicable laws and its Charter;
– Acting as the company’s legal representative in administrative, tax, financial, and litigation matters;
– Performing the company’s legal rights and obligations before the State and third parties;
– Serving as the “legal face” of the enterprise, reflecting the company’s credibility, capability, and responsibility in the market.
Accordingly, when there is any change in personnel, properly completing the procedure for changing the company’s legal representative in accordance with the law is essential to maintaining the company’s legal status and avoiding risks in its transactions and operations.
1.3. Legal Basis for the Legal Representative
The regulations governing the legal representative and the procedures for changing such legal representative are set out in:
– The 2025 amended Law on Enterprises (Consolidated Document No. 67/VBHN-VPQH, 2025);
– Decree No. 168/2025/ND-CP, which provides detailed regulations on the documentation, procedures, and notification deadlines for changes of legal representative;
– Other implementing regulations issued by the Ministry of Planning and Investment.
These instruments constitute the mandatory legal basis for enterprises to carry out the procedure for changing a company’s legal representative in accordance with the law, thereby avoiding penalties or rendering business transactions legally invalid.
2. When is a company required to carry out the procedure for changing its legal representative?
The procedure for changing a company’s legal representative is mandatory whenever there is a change in management personnel or organizational structure that affects the legal status of the enterprise. Failure to carry out this procedure in accordance with the law may result in administrative penalties or disruption of the company’s business operations.
2.1. Common cases requiring a change of legal representative
An enterprise is required to carry out the procedure for changing its legal representative in the following common cases:
– Resignation, termination, or removal of the current legal representative: When the legal representative resigns, or terminates their employment, the enterprise must appoint a replacement and update the information in the Enterprise Registration Certificate.
– Change in organizational structure or management model: For example, when a company transfers executive authority from the Director to the Chairman of the Board of Directors, or appoints a new legal representative to align with a revised management strategy.
– The legal representative breaches legal duties or no longer meets the statutory eligibility requirements: This applies where the legal representative is subject to criminal liability, has restricted civil capacity, or falls within the category of persons prohibited from enterprise management under the 2025 Law on Enterprises.
– Change in business direction or corporate restructuring: In cases of restructuring, merger, division, or changes in shareholders, appointing a new legal representative helps ensure continuity of business operations and corporate governance.
Pursuant to Article 30 of the 2025 Law on Enterprises (Consolidated Document No. 67/VBHN-VPQH, 2025), an enterprise must register any change to the contents of its Enterprise Registration Certificate within ten (10) days from the date such change arises. Compliance with this statutory deadline is a mandatory legal obligation to maintain the company’s legal validity within the national enterprise registration system.
2.2. Legal consequences of failure to register a change on time
If an enterprise fails to carry out the procedure for changing its legal representative within the statutory time limit, it may face significant legal and administrative risks, including:
– Administrative penalties: Under Decree No. 122/2022/ND-CP, an enterprise may be fined from VND 10 million to VND 20 million for failing to register the change of its legal representative within the prescribed time limit.
– Risk of invalid transactions: Contracts, documents, and legal filings signed by the former legal representative after the change takes effect may be deemed invalid, directly affecting the enterprise’s rights and obligations.
– Disruption of financial and administrative transactions: Banks, tax authorities, social insurance agencies, and business partners may refuse to process transactions if the legal representative information has not been updated in the relevant systems.
– An adverse impact on the enterprise’s credibility and legal standing: Delayed updates of the legal representative may cause the enterprise to be viewed as non-compliant or unprofessional, thereby undermining the confidence of partners and investors.
Accordingly, enterprises should proactively complete the procedure for changing their legal representative immediately upon any decision on changes in management personnel or organizational structure, ensuring that all corporate information is consistently and lawfully recorded in the National Enterprise Registration System.
3. Procedures for Changing a Company’s Legal Representative under the 2025 Law on Enterprises
The procedure for changing a company’s legal representative is a mandatory administrative step whenever there is a change in management personnel or the legal representative. Proper compliance not only helps maintain the legal validity of the company’s transactions, but also safeguards its reputation and operational stability.
Pursuant to the 2025 Law on Enterprises and Decree No. 168/2025/ND-CP, any change of the legal representative must be registered with the Business Registration Office under the Department of Finance and publicly disclosed on the National Enterprise Registration Portal within the statutory time limit.
3.1. Documents required for changing the legal representative
To carry out the procedure for changing a company’s legal representative, the enterprise must prepare a complete and accurate set of documents in accordance with its legal form. Proper preparation helps prevent the application from being rejected, saves time, and ensures legal validity upon submission.
| The Enterprise’s legal form | Components of the dossier for changing the legal representative |
Legal Basis |
| Limited Liability Company (single-member and multi-member) |
– Notification of change of the legal representative. – Resolution and minutes of the Members’ Council (for multi-member LLCs) or the decision of the owner (for single-member LLCs). – Legal identification documents of the appointed individual (valid ID card, citizen ID card, or passport). – Amended Charter (if applicable). – Power of attorney for filing the application (if applicable). |
Article 43 of Decree No. 168/2025/ND-CP; Articles 12, 13 and 47 of the 2025 Law on Enterprises (Consolidated Document No. 67/VBHN-VPQH, 2025). |
| Joint Stock Company |
– Notification of change of the legal representative. – Resolution and minutes of the Board of Directors or the General Meeting of Shareholders. – Legal identification documents of the appointed individual. – Amended Charter (if applicable). |
Articles 135 and 137 of the 2025 Law on Enterprises; Article 43 of Decree No. 168/2025/ND-CP. |
| Sole Proprietorship (Private Enterprise) |
– Notification of change of enterprise owner. – Transfer agreement or business sale and purchase agreement. – Legal identification documents of the new owner. |
Clause 3, Article 190 of the 2025 Law on Enterprises; Article 47 of Decree No. 168/2025/ND-CP. |
| Partnership |
– Notification of change of general partner or legal representative. – Minutes and resolution of the Council of General Partners. – Legal identification documents of the new general partner. – Amended Charter (if applicable). |
Articles 184 to 186 of the 2025 Law on Enterprises; Article 42 of Decree No. 168/2025/ND-CP. |
Note:
– The application dossier must be signed and sealed by the authorized person in accordance with Articles 12 and 13 of the 2025 Law on Enterprises;
– The enterprise should verify the legal representative’s information (name, title, and identification number) to avoid errors;
– The enterprise may authorize a lawyer or Lexconsult & Partners to handle the entire procedure to ensure the application is valid and processed as efficiently as possible.
3.2. Procedure for Changing the Legal Representative of a Limited Liability Company and a Joint-Stock Company
After completing the required documents, the enterprise shall carry out the procedure for changing its legal representative through the following six (06) steps:
| Step | Implementation Details | Responsible Person/Unit | Timeline & Outcome |
| 1 | Adopt an internal resolution on the change of the legal representative and issue valid minutes and resolutions of the relevant internal governing body. | The Members’ Council, the Board of Directors, or the Company Owner | Legal basis for preparing the change-of-registration dossier. |
| 2 | Prepare a complete set of documents for changing the legal representative in accordance with the enterprise’s legal form. | The legal department or an authorized person | The dossier must be signed and sealed before submission. |
| 3 | Submit the application to the Business Registration Office – Department of Planning and Investment, or via the National Business Registration Portal (dangkykinhdoanh.gov.vn). | The legal representative or an authorized person | Receipt of the electronic or hard-copy filing acknowledgment. |
| 4 | The business registration authority will review the application; if it is invalid, a request for supplementation or amendment will be issued. | The Business Registration Office | Processing time:
03 – 05 working days. |
| 5 | Receive the new Enterprise Registration Certificate (ERC) reflecting the updated legal representative. | Enterprise | Received in person or by post office. |
| 6 | Publish the change of legal representative on the National Business Registration Portal within thirty (30) days from the date of issuance of the new ERC. | Enterprise or an authorized person | Avoiding administrative penalties for late disclosure. |
Practical tips:
– Submit the application online first and then cross-check it with the hard-copy dossier to shorten the processing time.
– After obtaining the new Enterprise Registration Certificate, the enterprise should update the relevant information with banks, tax authorities, social insurance agencies, and in all ongoing contracts.
3.3. Competent Authority and Notification Deadline for Changes of Legal Representative
| Scope | Detailed Information |
| Competent Authority | – Business Registration Office – Department of Finance where the enterprise has its head office.
– Enterprises operating in industrial parks, export processing zones, or hi-tech zones: submit to the Management Board of the relevant industrial park or economic zone. |
| Method of Submission | – Direct submission at the one-stop administrative service counter of the Department of Finance; or
– Online submission via the National Enterprise Registration Portal. |
| Processing time | – Three (03) to five (05) working days from the receipt of a complete and valid application;
– In cases where supplementation or verification is required, the processing time may be extended to a maximum of ten (10) working days. |
| Notification Deadline |
The enterprise must submit the application within ten (10) days from the date of the decision to change the legal representative. Late submission may result in an administrative fine of VND 10 million to VND 20 million pursuant to Decree No. 122/2022/ND-CP. |
| Legal Basis | – 2025 Law on Enterprises (Consolidated Document No. 67/VBHN-VPQH, 2025);
– Decree No. 168/2025/ND-CP; – Decree No. 122/2022/ND-CP. |
Professional advisory from Lexconsult & Partners:
To avoid errors, delays, or repeated rejection of applications, enterprises are advised to:
– Consult a corporate lawyer before making any decision to change the legal representative;
– Use the comprehensive services of Lexconsult & Partners, including:
Drafting and reviewing the dossier for changing the legal representative;
Representing the enterprise in submitting, following up on, and collecting the results from the Department of Finance;
Updating the relevant information with banks, tax authorities, insurance agencies, and related business partners.
Lexconsult commits to accurate documentation, fast submission, timely results, and full compliance with the 2025 Law on Enterprises and the latest implementing regulations.
Although the procedure for changing a company’s legal representative is not overly complex, in practice it often involves various difficulties arising from the nature of the documentation, statutory deadlines, and procedural requirements. Enterprises should identify these challenges early in order to take timely corrective measures, ensure legal compliance, and avoid administrative penalties.
4. Notes and challenges in changing a company’s legal representative
4.1. Common challenges in changing a company’s legal representative
| Challenges in Changing a Company’s Legal Representative | Proposed Legal Solutions |
|
Incorrect or incomplete documentation: Many enterprises are not fully familiar with the requirements of the 2025 Law on Enterprises and Decree No. 168/2025/ND-CP, resulting in missing resolutions, meeting minutes, or the use of incorrect forms. |
Prepare a complete set of documents in accordance with the latest prescribed forms, verify them against the National Enterprise Registration Portal, and have them reviewed by a corporate lawyer prior to submission. |
|
Late submission of the application: Pursuant to Article 30 of the 2025 Law on Enterprises, an enterprise must register the change within ten (10) days from the date of the decision. Any delay may result in a fine ranging from VND 10 million to VND 20 million under Decree No. 122/2022/ND-CP. |
Establish an internal deadline tracking system, or appoint a legal advisory firm to ensure timely compliance with statutory timelines. |
|
Failure to disclose the enterprise change: If the enterprise fails to publish the change on the National Enterprise Registration Portal within thirty (30) days after receiving the new Enterprise Registration Certificate, it may be subject to penalties and have an adverse impact on its legal standing. |
Synchronize the new legal representative’s information across all relevant systems after the completion of the procedure. |
| Failure to update information with authorities and business partners: Many enterprises update the change only in their Enterprise Registration Certificate but fail to notify banks, tax authorities, social insurance agencies, or business partners. This may disrupt transactions or render contracts invalid. | After completing the change procedure, the new legal representative’s information must be synchronized across all relevant systems—particularly tax records, bank accounts, and ongoing contracts. |
| Multiple legal representatives without clearly defined authority: A multi-representative structure may give rise to overlaps and conflicts in contract execution and legal representation. | Clearly define the scope of authority of each legal representative in the company’s Charter to ensure transparency and mitigate legal risks. |
|
Failure to amend the Charter after changing the legal representative: If the Charter specifies the name of the legal representative but is not updated accordingly, the enterprise may encounter difficulties when dealing with state authorities. |
Update the Charter concurrently with the change registration dossier to ensure consistency of legal information. |
4.2. Important Notes When Changing a Company’s Legal Representative
To ensure that the procedure is carried out smoothly and in compliance with the law, Lexconsult & Partners recommends that enterprises pay close attention to the following:
– Verify the legal eligibility of the appointed individual: The appointee must have full civil act capacity, not be prohibited from enterprise management, and hold an appropriate position.
– Carry out parallel filings with multiple authorities: In addition to registration with the Department of Finance, enterprises must also update the information with tax authorities, social insurance agencies, banks, and other sectoral licensing authorities (if applicable).
– Maintain both electronic and hard-copy records: This facilitates future verification, inspections, or supplemental filings.
– Disclose information within the statutory deadline: Publication must be completed within thirty (30) days from the issuance of the new Enterprise Registration Certificate.
– Consult a corporate lawyer: To ensure the validity of the dossier, minimize errors, and avoid additional costs arising from administrative penalties.
💬 Legal Advisory from Lexconsult & Partners
With extensive experience advising hundreds of enterprises, Lexconsult & Partners has in-depth expertise in every aspect of the procedure for changing a company’s legal representative and is able to provide:
– Drafting and reviewing the dossier in compliance with the 2025 Law on Enterprises;
– Representing the enterprise in submitting, monitoring, and collecting the results from the Department of Finance;
– Updating the new legal representative’s information with tax authorities, banks, and insurance agencies;
– Minimizing errors, delays, and legal risks.
Lexconsult & Partners commits to accurate documentation, fast processing, timely results, and full legal compliance.
5. Legal Solutions and Support Services for Enterprises When Changing a Legal Representative
Carrying out the procedure for changing a company’s legal representative is an important administrative step but may involve significant risks if legal requirements are not properly understood. Incorrect documentation, late submission, or failure to disclose information may result in rejection of the application or administrative penalties.
With many years of experience in corporate legal advisory, Lexconsult & Partners provides comprehensive services to help enterprises complete the change-of-legal-representative procedure efficiently, lawfully, and time-effectively.
5.1. Comprehensive Legal Advisory and Representation Services at Lexconsult & Partners
| Implementation Phase | Detailed Service Scope | Benefits for Businesses |
| 1. Preliminary Legal Consultation and Initial Assessment | – Analyze the enterprise type (LLC, Joint Stock Company, Partnership, Private Enterprise).
– Review the specific situation: change of legal title, transfer of management rights, dismissal or appointment of a new legal representative. – Determine whether amendments to the Charter or approval from a competent authority are required. |
– Identify the most appropriate legal approach and prevent potential compliance errors from the outset. – Ensure all procedures are fully compliant with the Law on Enterprises 2025. |
| 2. Drafting and Reviewing Documents for Changing the Legal Representative | – Prepare a complete set of required documents: the Notice of Change, Resolution, Meeting Minutes, personal legal documents, and Power of Attorney (if applicable).
– Verify the eligibility and legal qualifications of the appointed legal representative. |
– Documents are prepared in the correct format and fully valid, minimizing the risk of rejection.
– Save significant time and internal resources during the preparation process. |
| 3. Representing the Enterprise in Filing and Working with State Authorities | – Submit the application to the Business Registration Office under the Department of Finance or via the National Business Registration Portal.
– Monitor the processing status and provide additional documents when necessary. |
– Do not need to handle administrative procedures in person — all formalities are handled by Lexconsult’s legal team.
– Guarantee compliance with statutory processing timelines, (typically 3–5 working days). |
| 4. Receiving Results and Publicizing the Change of Legal Representative | – Obtain the updated Enterprise Registration Certificate (ERC).
– Publish the change on the National Business Registration Portal. – Update the information with banks, tax authorities, social insurance agencies, and business partners. |
– Ensure all legal procedures are fully completed and publicly disclosed in a timely manner.
– Maintain uninterrupted operations and avoid disruptions to transactions. |
| 5. Post-Change Legal Advisory | – Review and update the Company Charter, sub-licenses, contracts, tax filings, and bank records.
– Provide internal legal guidance on the rights, obligations, and authority of the newly appointed legal representative. – Support the enterprise in establishing a sustainable legal governance framework. |
– Ensure consistency across corporate governance.
– Help minimize long-term legal and compliance risks. |
5.2. Benefits of Using Lexconsult & Partners’ Services
– Full compliance with the 2025 Law on Enterprises and Decree No. 168/2025/ND-CP;
– Properly formatted dossiers – fast processing – timely submission;
– Comprehensive advisory and representation, from internal corporate procedures to updates on the national registration system;
– Reasonable, transparent fees with no hidden costs;
– Absolute confidentiality of enterprise information.
5.3. Why Should Enterprises Choose Lexconsult & Partners?
– Deep expertise: A team of corporate lawyers and administrative specialists with many years of experience in handling legal representative change procedures;
– In-depth knowledge of procedures at the Department of Finance: Helping to shorten processing time and avoid common mistakes;
– Comprehensive and synchronized business registration services: Not only changing the legal representative, but also reviewing the Charter, contracts, enterprise registration, and tax records;
– Legal commitment: 100% compliant dossiers, timely completion, and full legal protection for the enterprise.
6. FAQ – Frequently Asked Questions on Changing a Company’s Legal Representative
When is a company required to carry out the procedure for changing its legal representative?
→ When there is any change in title, management personnel, executive officers, or transfer of management authority within the enterprise. Under the 2025 Law on Enterprises, all changes relating to the legal representative must be registered within ten (10) days from the date of the decision.
What are the penalties for failing to change the legal representative on time?
→ The enterprise may be fined from VND 10 million to VND 20 million under Decree No. 122/2022/ND-CP, and will also be required to complete the change-of-legal-representative procedure within a prescribed time.
What documents are required to change a legal representative?
→ Depending on the enterprise’s legal form (LLC, JSC, partnership, or sole proprietorship), the dossier typically includes: Notification of change of legal representative; resolutions and meeting minutes; legal identification documents of the appointed person; power of attorney (if any); and an amended Charter (if required).
Is disclosure required after changing the legal representative?
→ Yes. The enterprise must publish the change on the National Enterprise Registration Portal within thirty (30) days from the issuance date of the new Enterprise Registration Certificate.
Does changing the legal representative affect the enterprise code or seal?
→ No. The enterprise code (tax code) and corporate seal remain unchanged. However, the new legal representative’s information must be updated in all transactions, contracts, tax filings, and bank records.
Can a company have more than one legal representative?
→ Yes. Under Article 12 of the 2025 Law on Enterprises, LLCs and JSCs may have one or more legal representatives, provided that the Charter clearly defines the scope of authority and responsibilities of each.
Is it necessary to amend the Charter when changing the legal representative?
→ If the Charter specifies the full name and title of the legal representative, it must be amended. If the Charter only refers to the position (e.g., Director or Chairman), amendment may not be required.
What should an enterprise do after changing its legal representative?
→ The enterprise should update the new legal representative’s information with tax authorities, social insurance agencies, banks, licensing authorities, business partners, customers, suppliers, and internal management systems.
Can a lawyer be authorized to handle the procedure?
→ Yes. The enterprise may authorize a lawyer or a professional legal advisory firm such as Lexconsult & Partners to handle the entire process on its behalf, ensuring compliance, timeliness, and accuracy.
How long does the procedure usually take?
→ Normally three (03) to five (05) working days from the submission of a complete and valid dossier to the Business Registration Office – Department of Finance. If supplementation is required or foreign elements are involved, additional time may be needed.
Changing a company’s legal representative is not merely an administrative requirement but a critical step to ensure the enterprise’s legality, transparency, and credibility. Even a minor mistake in documentation, delayed disclosure, or failure to update tax or bank records may lead to serious legal consequences.
To save time and minimize risk, enterprises should consult experienced corporate lawyers or use the legal representative change services of Lexconsult & Partners.
We commit to supporting you from drafting and submission to follow-up and final result—fully compliant, on time, and legally secure.
📞 Hotline: 0938 657 775
📧 Email: info@lexconsult.com.vn
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