Official letter No. 5794/BKHĐT-QLKTTW dated August 30th, 2021 of the Ministry of Planning and Investment regarding time when a person officially becomes a legal representative of an enterprise

According to Article 12 of 2020 Law on Enterprises, the determination of “legal representative” of a company shall be based on the company’s charter.

On the other hand, the “company’s charter” is promulgated in accordance with Resolutions, Decisions of the owner of the company, the Board of Members or the General Meeting of Shareholders, depending on form of enterprise being single-member limited liability company, multi-member limited liability company or joint stock company (Article 55, Article 76 and Article 138 of 2020 Law on Enterprises).

Accordingly, the determination of who is the legal representative of the company and when such person officially becomes the legal representative shall be based on the company’s charter and Resolutions, Decisions issuing the company’s charter.

Regarding effect of resolutions and decisions of the Board of Members, the General Meeting of Shareholders, it is regulated at Articles 62, 80 and 81 and Article 152 of 2020 Law on Enterprises.

In addition, it should note that the change of legal representative of the company has to make registration. Time limit for registration is 10 days from day on which the change occurs. Dossier of and procedures for registration of change of legal representative shall comply with Article 50 of Decree No. 01/2021/ND-CP .