Procedures for changing the legal representative of an FDI company (foreign-invested enterprise) & things to know will be shared by fdiinvietnam.com in this article, with full sample documents for investors to refer to.
Legal basis
- Investment Law 61/2020/QH14 June 17, 2020 (hereinafter referred to as Investment Law);
- Decree No. 31/2021/ND-CP takes effect from March 26, 2021;
- Enterprise Law No. 59/2020/QH14 (hereinafter referred to as the Enterprise Law);
- Decree No. 01/2021/ND-CP takes effect from January 4, 2021.
Regulations on changing legal representative of foreign-invested company
According to the provisions of the current Investment Law and Enterprise Law, the information of the legal representative is only shown on the business registration certificate and not on the investment registration certificate. Therefore, when it is necessary to change the legal representative, the enterprise only needs to carry out the procedure to change the information on the business registration certificate at the Department of Planning and Investment.
However, for foreign-invested enterprises that were granted investment certificates before July 1, 2015 (according to the provisions of the old Investment Law), the information of the legal representative is still shown on the investment certificate. In this case, when carrying out the procedure to change the legal representative, the enterprise needs to carry out additional procedures to issue (separate) the investment certificate into an investment registration certificate and a business registration certificate.
Procedures for changing legal representative of foreign invested company
The procedure for changing the legal representative of a foreign-invested company (FDI enterprise) includes the following steps:
➨ Step 1: Procedures for issuing (separating) investment certificate
Separation/re-issuance of investment certificates for FDI enterprises granted investment licenses, investment incentive certificates, investment certificates or documents of equivalent legal value before July 1, 2015.
The dossier for separating investment certificate includes:
- Document requesting to change investment registration certificate;
- Original investment license, investment incentive certificate, investment certificate or document of equivalent legal value.
>> DOWNLOAD FORM: Document requesting to issue and change investment registration certificate.
Enterprises submit their application to the Foreign Economic Affairs Department – Department of Planning and Investment of the province/city where the investment project is registered.
Time to process application: 10 – 15 working days from the date of submission of complete application.
Result: After completing the procedure, the FDI enterprise will receive the investment registration certificate and the new enterprise registration certificate.
➨ Step 2: Procedures for changing legal representative
For this step, the drafting and preparation of documents will be similar to the procedure for changing the legal representative of 100% Vietnamese-owned enterprises.
The dossier for changing legal representative includes:
- Notice of change of legal representative of the enterprise;
- Minutes of the general meeting of shareholders/board of members (if it is a joint stock company or LLC with 2 or more members) on changing the legal representative;
- Decision of the general meeting of shareholders/board of members/owners on changing the legal representative;
- Notarized copy of personal legal documents for the new legal representative of the company (in case of notarized copies from abroad, they must be consularized and translated into Vietnamese);
- Authorization document for individual/organization to carry out business change registration procedures.
>> DOWNLOAD FORM: Application for change of legal representative.
Enterprises submit their application to the Business Registration Office – Department of Planning and Investment of the province/city where their head office is located.
Processing time: 3 – 5 working days from the date of submission of complete application.
Result: FDI enterprises receive a new business registration certificate.
Notes when changing the legal representative of a foreign-invested company
Some notes that foreign-invested enterprises need to know when changing legal representatives:
- Enterprises must ensure that there is always at least one legal representative residing in Vietnam. Therefore, if the sole legal representative of the enterprise is a foreigner, contact information in Vietnam must be provided;
- In case of changing the legal representative of the enterprise along with transferring capital to the new legal representative, the enterprise needs to pay attention to performing additional procedures to change the investor, owner, member, shareholder of the company;
- Notify the bank to adjust the information of transaction accounts after making changes;
- Notify relevant parties such as insurance agencies, partners, etc. of new information after making changes;
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Carry out procedures for changes and adjustments to documents and materials related to intellectual property rights (after making changes).
Questions about procedures for changing legal representatives of foreign-invested companies
1. Does the application for change of legal representative need to include the new representative’s identification documents?
Yes. The application for changing the legal representative of the enterprise must include notarized copies of the new representative’s personal legal documents (ID card/CCCD/Passport). If the notarized copy of the passport is notarized abroad, the notarized copy must be consularized and translated into Vietnamese.
2. Where to submit documents to change the legal representative of a foreign-invested company?
The dossier for changing the legal representative of a foreign-invested enterprise shall be submitted to the Department of Planning and Investment of the province/city where the head office is located.
3. How long does it take to process the procedure for changing the legal representative of an FDI company?
In case a foreign-invested enterprise has an investment certificate issued before July 1, 2015 (not yet renewed), the total processing time is about 15 – 20 working days.
In case a foreign-invested enterprise already has a business registration certificate, it only needs to carry out the procedure to change the business registration certificate, the processing time is 3-5 working days.
4. Does the legal representative of an enterprise need to reside in Vietnam?
According to current law, enterprises must ensure that there is always at least 1 legal representative residing in Vietnam. Therefore, if an enterprise has only 1 legal representative, this person must have a place of residence (contact address) in Vietnam.
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