By Lawyer Le Phuong Thanh – UniLaw LLC

Register Two-Member LLC Legal Representative Change in Vietnam

Summary: The process to register two-member LLC legal representative change in Vietnam requires understanding legal procedures, document preparation, and compliance with local regulations. This article provides a comprehensive guide to assist companies in navigating this change effectively.

Introduction to Legal Representative Change in Vietnam

In Vietnam, changing the legal representative of a two-member limited liability company (LLC) is a common administrative process. The legal representative plays a critical role in company operations, representing the business in legal matters, signing contracts, and making decisions on behalf of the company. As such, any changes in this position must follow legal procedures and be registered with the Department of Planning and Investment (DPI).

Why Register Two-Member LLC Legal Representative Change Is Important

The legal representative holds key responsibilities under Vietnamese law. When a change occurs, it is essential to register the update with relevant authorities. This ensures that the new representative can legally act on behalf of the company, sign official documents, and fulfill obligations such as tax reporting and contract management. Failure to complete the registration could result in legal disputes and operational issues for the company.

Legal Framework Governing the Process

The legal process for registering a change of legal representative for two-member LLCs in Vietnam is governed by the Law on Enterprises 2020 and its accompanying regulations. Specifically, the Decree 01/2021/ND-CP, issued on January 4, 2021, outlines detailed procedures for registering changes in business information, including updates to the legal representative. Companies must ensure that they follow the provisions set forth in this legal framework to ensure compliance with Vietnamese business laws​​.

Key Steps to Register Two-Member LLC Legal Representative Change

1. Prepare the Necessary Documents

The first step in the process is preparing the necessary documents. The required documents include:

• A notification of the change of legal representative, signed by all members of the LLC.
• A resolution of the Members’ Council on the change of legal representative.
• A notarized copy of the new legal representative’s ID card or passport.
• A power of attorney, if the process is carried out by an authorized individual.
• The company’s updated business registration certificate.

It is important to ensure that all documents are accurate and fully comply with the requirements of the Department of Planning and Investment​​.

2. Submit the Application to the DPI

Once the documents are prepared, the next step is submitting the application to the Department of Planning and Investment (DPI) in the province or city where the company is registered. This can be done either online through the National Business Registration Portal or in person at the DPI office​​. The registration process usually takes about 3-5 business days, depending on the completeness of the submitted documents and the workload of the DPI office.

3. Follow Up on the Process

After submission, the DPI will review the application. If the documents are in order, the DPI will issue an updated business registration certificate, reflecting the new legal representative. In cases where additional clarification or documents are required, the DPI may request further information, so it’s essential to follow up with the department regularly​​.

Common Mistakes to Avoid

When registering a two-member LLC legal representative change, companies often make mistakes that can delay the process. These include:

• Submitting incomplete or incorrect documentation, such as outdated ID copies or missing signatures from LLC members.
• Not updating the company’s records with relevant government bodies such as the tax authority.
• Failing to notify business partners, banks, and clients of the legal representative change.

Avoiding these mistakes can help ensure a smooth transition and avoid potential legal or operational complications​​.

Post-Registration Obligations

After completing the registration of the new legal representative, it is important to update the company’s internal documents and notify stakeholders. Key actions include:

• Updating the company charter to reflect the new legal representative.
• Notifying banks and financial institutions of the change to update account signatories.
• Informing business partners, clients, and suppliers to ensure the continued smooth operation of business transactions.
• Updating tax records with the new representative’s information to avoid any compliance issues with tax authorities.

Failing to address these post-registration obligations can lead to disruptions in business operations​​.

Conclusion

Registering a two-member LLC legal representative change in Vietnam is a critical step that companies must approach with careful attention to legal requirements. By understanding the procedures, preparing the necessary documents, and ensuring full compliance with Vietnamese business laws, companies can avoid delays and ensure a smooth transition of leadership. Always ensure to follow the process and seek legal advice if necessary to navigate any complex issues that may arise​​.

For more information on similar services, you can visit: Our Related Services. Additionally, explore Unilaw to learn more about international legal representation in Vietnam, or check out Unilaw Lawyers for expert legal assistance.

Explore More Legal Topics

Notify LLC Legal Representative Change in Vietnam Register two-member LLC contact info change in Vietnam How to Register a Branch or Representative Office for the Registered Company in Vietnam Notify LLC Business Line Change in Vietnam Register LLC Legal Representative Change in Vietnam Notify two-member LLC legal representative change Register LLC Name Change in Vietnam Notify sole proprietorship legal representative change in Vietnam