Corporate Law · 12.10.2024

Register Company Legal Representative Change in Vietnam

Register Company Legal Representative Change in Vietnam For any company operating in Vietnam, the legal representative is not merely a name printed on the business registration certificate — it is the person legally empowered to sign contracts, bind the company in transactions, a…

Lawyer UnilawReading time: 10 min

By Lawyer Le Phuong Thanh – UniLaw LLC

Register Company Legal Representative Change in Vietnam

For any company operating in Vietnam, the legal representative is not merely a name printed on the business registration certificate — it is the person legally empowered to sign contracts, bind the company in transactions, and represent it before courts and state authorities. Because this authority is so central to how a business functions day to day, the process to register a company legal representative change in Vietnam must be handled precisely, following the procedures set out in the Law on Enterprises 2020 and detailed further in Decree 01/2021/NĐ-CP on enterprise registration. This article builds on the general procedure already outlined for changing a legal representative, going deeper into the legal principles that govern the process and the practical implications businesses often overlook when preparing their dossier.

Understanding the Role of a Legal Representative in Vietnam

In Vietnam, every company must have at least one legal representative, and this person carries out duties on behalf of the company in accordance with the Law on Enterprises 2020. What is less widely understood is how the change of this information is treated under enterprise registration law. Article 3.1 of Decree 01/2021/NĐ-CP defines “enterprise registration” broadly: it covers not only the initial registration of a business but also the registration of any subsequent changes to the information already on file, including information about the legal representative. In other words, updating a legal representative is legally treated as a form of enterprise registration in its own right, subject to the same dossier, timeline, and accountability requirements as any other registration procedure.

This distinction matters because, once approved, the updated information is entered into the National Database on Enterprise Registration. Under Article 3.3 of Decree 01/2021/NĐ-CP, information stored in this national database is treated as the original, legally valid information about the enterprise. This means that after a legal representative change is processed, the record held in the national database — not any internal company document — becomes the authoritative reference that banks, partners, and state agencies will rely on when verifying who is authorized to act for the company. Businesses that delay updating this record, or that submit inconsistent information, risk creating a mismatch between their internal governance documents and the legally recognized data on file, which can complicate transactions until the discrepancy is resolved.

When Is a Legal Representative Change Necessary?

There are several common circumstances that trigger the need to register a company legal representative change, including:

Resignation of the current legal representative
Health issues preventing the representative from performing duties
Change in company ownership or management structure
Relocation or extended absence of the representative from Vietnam
Internal decisions by the members’ council, board of directors, or general meeting of shareholders to reassign this role

Whatever the underlying reason, the company itself — not the outgoing or incoming individual — bears the legal obligation to ensure the change is properly registered.

Legal Principles Governing the Change Process

Decree 01/2021/NĐ-CP sets out several governing principles in Article 4 that directly affect how a legal representative change dossier is prepared and reviewed. Understanding these principles helps businesses avoid unnecessary rejections or disputes during the process.

Self-Declaration and Legal Responsibility

Article 4.1 of the Decree establishes that the person establishing the enterprise, or the enterprise itself, is responsible for declaring the registration dossier and bears legal liability for the legality, truthfulness, and accuracy of the information declared. This principle applies directly to a legal representative change: the company — through its authorized signatory — is responsible for confirming that the incoming representative meets all legal conditions and that the internal decision authorizing the change was validly adopted. The Business Registration Office does not independently verify the substance of internal governance decisions; it reviews the dossier for formal validity.

Companies with More Than One Legal Representative

Article 4.2 specifically addresses limited liability companies and joint stock companies that have more than one legal representative. In such cases, the representative carrying out the registration procedure must ensure and take responsibility for exercising their rights and obligations correctly, in accordance with Article 12.2 of the Law on Enterprises. This is a practical point companies with multiple legal representatives should keep in mind: when only one representative is being changed while others remain unchanged, the individual submitting the dossier must still act within the scope of authority defined in the company’s charter and governance documents.

Scope of Responsibility of the Business Registration Office

Articles 4.3 and 4.4 of the Decree clarify that the Business Registration Office is responsible only for the validity of the registration dossier itself, not for violations of law committed by the enterprise before or after registration, and that the Office does not resolve disputes between members, shareholders, or other parties. This is particularly relevant when a legal representative change arises from an internal disagreement — for example, a dispute over who has the authority to sign the change resolution. The registration authority will process the dossier based on its formal completeness; any underlying dispute over corporate governance must be resolved through other legal channels, not through the registration procedure itself.

No Stamping Requirement

A practical detail often missed by businesses preparing their dossier is found in Article 4

168/2025/NĐ-CP that confirms the Business Registration Office does not require the corporate seal to be affixed to the notification dossier for a change of legal representative. This reflects the broader shift introduced by the 2020 Law on Enterprises, under which use of the corporate seal became optional rather than mandatory for most internal and external corporate documents. In practice, this means that a notification signed only by the authorized signatory — without an accompanying seal — should not, in itself, be grounds for the registration authority to reject the dossier. Companies that still insist on stamping every page out of habit are not doing anything wrong, but they should not assume that the absence of a seal on a properly signed document will cause a rejection.

Nghị định 168/2025/NĐ-CP: Continuity of Principles Under the New Decree

It is worth noting that the governing framework for business registration in Vietnam has recently been updated. Nghị định 168/2025/NĐ-CP, issued on 30 June 2025 and grounded in the 2025 Law on Government Organization, the 2025 Law on Local Government Organization, and the amended Law on Enterprises of 17 June 2025, now supersedes Decree 01/2021/NĐ-CP as the primary decree governing business registration procedures, including the registration of a legal representative change. Encouragingly for businesses that have already built internal compliance processes around the previous decree, the core principles discussed above — self-declaration and legal responsibility of the enterprise (Article 4.1), the special duty of care imposed on the representative handling registration in companies with multiple legal representatives (Article 4.2, referencing Article 12.2 of the Law on Enterprises), and the limited scope of responsibility of the Business Registration Office, which neither polices substantive legality nor resolves internal disputes (Articles 4.3 and 4.4) — are carried forward essentially unchanged into the new decree.

What Decree 168/2025/NĐ-CP does add, however, is a more explicit and modernized framework for electronic documentation. Article 3.9 now formally defines an “electronic document” as a data message either originally created in electronic form or digitized from a paper document, in “.pdf” format, with the file name corresponding to the type of document required — and confirms that an individual signing a registration dossier may use a digital signature directly on the electronic file, or sign the paper original and scan it in color. Article 3.10 clarifies who qualifies as the “dossier submitter” — either the person authorized to sign the application for registration or a person to whom that authority has been delegated. Article 3.13 introduces “electronic authentication,” verifying the identity of the dossier submitter or an authorized proxy through the national identification and authentication system, using one-time passwords, biometric data, a verified phone number, or other means recognized under electronic authentication law. For a legal representative change specifically, these provisions matter because the incoming representative — or whoever is designated to submit the dossier — must now be prepared to authenticate their identity electronically when filing through the national business registration information system, a requirement that did not exist in the same explicit form under the earlier decree.

How a Legal Representative Change Unfolds in Practice: A Case from Unilaw’s Files

The gap between what the law requires on paper and what a company must actually assemble to complete a legal representative change is best illustrated through a real engagement. Unilaw was retained by a Vietnamese manufacturing company — active in plastics production, timber processing, plywood and wooden packaging manufacturing, and non-hazardous waste recycling — to handle the replacement of its outgoing Director, who had been serving as the company’s legal representative, with an incoming Director who would take over both the operational role and the legal representative status.

The law, as reflected in Article 4.1 of the Decree, states the principle in a single sentence: the enterprise is responsible for declaring the dossier and for the truthfulness of the information it contains. In practice, however, fulfilling that single sentence required Unilaw to prepare and coordinate three distinct, interdependent documents. First,

Frequently Asked Questions

Do I need a Vietnam corporate lawyer to register a change of legal representative?

It is not strictly mandatory — the enterprise itself may prepare and submit the dossier, and Article 4.1 of Decree 168/2025/NĐ-CP places the responsibility for the truthfulness of the declared information squarely on the company. In practice, however, the case handled by Unilaw shows why many companies still engage a Vietnam corporate lawyer: what looks like “one dossier” under the decree actually requires coordinating several interdependent documents, correctly formatted electronic files under Article 3.9, and, where applicable, completing the electronic authentication step under Article 3.13. A lawyer familiar with Vietnam company law reduces the risk of a rejected or delayed filing.

Is a “legal representative change” the same thing under Vietnam company law and Vietnam enterprise law?

Yes — “Vietnam company law” and “Vietnam enterprise law” refer to the same body of regulation governing how a Vietnamese enterprise is organized, registered, and updated, including changes to its legal representative. Decree 168/2025/NĐ-CP, discussed throughout this article, is the implementing decree that sets out the procedural detail — document format, dossier submitter identity, and electronic authentication — for carrying out that change within the national business registration information system. There is no separate or competing regime; it is one continuous framework.

Does the incoming legal representative have to personally submit the registration dossier?

Not necessarily. As explained above, Article 3.10 of the decree defines the “dossier submitter” as either the person authorized to sign the registration application or a person to whom that authority has been delegated. This means the incoming Director or legal representative can delegate the actual submission to another individual — such as a legal representative acting on the company’s behalf or a retained advisor — provided that person is prepared to complete electronic authentication under Article 3.13 when filing through the online system.

What happens if the electronic authentication step under the new decree is not completed correctly?

Because Decree 168/2025/NĐ-CP now formally requires identity verification of the dossier submitter through the national identification and authentication system — using methods such as one-time passwords, biometric data, or a verified phone number — a dossier submitted without properly completing this step risks being flagged or rejected by the business registration authority. This is a genuinely new procedural layer compared to the earlier decree, and it is one of the most common points where companies handling the filing themselves run into avoidable delay.

Can a foreign-invested company in Vietnam use the same procedure to change its legal representative?

The registration mechanism described in this article — dossier preparation, electronic document format, and electronic authentication under Decree 168/2025/NĐ-CP — applies within the general framework of Vietnam corporate law governing enterprise registration. Foreign-invested companies remain subject to this same national business registration information system for updating their legal representative, which is why many such companies rely on legal service in Vietnam providers experienced in coordinating both the corporate filing and any related investment registration formalities.

Conclusion

Registering a change of legal representative in Vietnam is, on its face, a routine administrative update — but as Decree 168/2025/NĐ-CP and Unilaw’s own case work demonstrate, the practical requirements around electronic documentation, dossier submission authority, and identity authentication have grown more specific than under the previous regime. Getting these details right the first time avoids delays that can leave a company without a clearly recognized legal representative at a critical moment. If your company is preparing to register a legal representative change, or needs guidance on any other aspect of Vietnam corporate law, Unilaw’s team is available to review your documentation and manage the filing from start to finish. Contact Unilaw today to discuss your specific situation.