1. Who is the legal representative of a limited liability company?

Pursuant to Article 12.1 of the 2020 Law on Enterprises, the legal representative of an enterprise is understood as follows: The legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and performing the obligations arising from the enterprise’s transactions; represents the enterprise in the capacity of a requester in civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration or the Court; and exercises other rights and performs other obligations as prescribed by law.

A limited liability company may have one or more legal representatives:

• For a single-member limited liability company, the legal representative shall hold one of the following titles: Company President, Chairperson of the Members’ Council, Director, or General Director.
• For a limited liability company with two or more members, the legal representative shall hold one of the following titles: Chairperson of the Members’ Council, Director, or General Director.

Đối với Công ty TNHH 2TV trở lên, người đại diện theo pháp luật là người giữ một trong các chức danh sau: Chủ tịch Hội đồng thành viên, Giám đốc hoặc Tổng giám đốc.

2. Who is prohibited from acting as the legal representative of a limited liability company?

• Persons under 18 years of age: Under the 2015 Civil Code, persons under 18 years of age do not have full civil act capacity and therefore fall within the category of persons who are not permitted to act as the legal representative of an enterprise
• Persons with limited or lost civil act capacity, or persons having difficulty in cognition or behavior control: Persons declared by a Court to have limited or lost civil act capacity under the 2015 Civil Code are also ineligible to act as a legal representative. This requirement is intended to ensure legality and accountability in the enterprise’s operations.
• Persons currently subject to criminal prosecution: Persons convicted of a criminal offence, currently serving a sentence, or whose criminal record has not yet been expunged are ineligible to act as a legal representative.
• Cadres, civil servants, and public employees: Cadres, civil servants, and public employees currently working in state agencies are not permitted to act as the legal representative of an enterprise.
• Officers, professional military personnel, and People’s Public Security officers: Officers, non-commissioned officers, professional military personnel, national defence workers and public employees in agencies and units of the Vietnam People’s Army; and officers, professional non-commissioned officers, and public security workers in agencies and units of the Vietnam People’s Public Security are not permitted to act as the legal representative of an enterprise, except for persons appointed as authorized representatives to manage the State’s contributed capital in an enterprise or to manage a state-owned enterprise.
• Managerial and professional executive officers in state-owned enterprises as prescribed by law: Managerial and professional executive officers in state-owned enterprises are not permitted to act as the legal representative of another enterprise, unless approved by a competent authority. This provision is intended to avoid conflicts of interest and ensure transparency in state management.

3. In what cases may the legal representative of a limited liability company be changed?

Article 12.2 of the 2020 Law on Enterprises provides that a limited liability company may have one or more legal representatives. The number and titles of the legal representatives must be specified in the company’s charter. Accordingly, changes to the legal representative may occur in the following cases:

• Replacing the current legal representative with a new legal representative
• Adding one or more legal representatives
• Reducing the number of legal representatives of the company
• Changing the title of the legal representative

​4. Who has the authority to appoint and dismiss the legal representative of a limited liability company?

For a single-member limited liability company: the owner has the authority to appoint and dismiss the legal representative.

For a limited liability company with two or more members: the Members’ Council has the authority to appoint and dismiss the legal representative.

5. What does the application dossier for changing the legal representative of a limited liability company include?

The application dossier for registration of a change of the legal representative of a limited liability company includes the following documents:​

• An application form for registration of change of the legal representative;
  • For a single-member limited liability company: an original or copy of the resolution or decision of the company owner;
  • For a limited liability company with two or more members: an original or copy of the resolution or decision of the Members’ Council;
  • For companies established before 1 July 2025 that have not yet declared their list of beneficial owners, the following must be supplemented: the list of beneficial owners of the company (if any);
• A letter of authorization for the person carrying out the procedure (if any).
• Where a limited liability company has two members and an individual member who is the company’s legal representative dies, goes missing, faces criminal prosecution, is held in temporary detention, serves a prison sentence, is subject to administrative handling measures at a compulsory rehabilitation facility or education institution, has fled from their place of residence, has limited or lost civil act capacity, has difficulty in cognition or behavior control, or is prohibited by a Court from holding certain positions, practising certain professions, or performing certain jobs, the application dossier for registration of a change of the legal representative shall include the documents specified in subsection (i) of this section.

Note: The original or copy of the resolution or decision of the Members’ Council referred to in subsection (i) of this section shall be replaced by a copy of a document certifying that the company’s legal representative has died, gone missing, is subject to criminal prosecution, is held in temporary detention, is serving a prison sentence, is serving an administrative handling measure at a compulsory rehabilitation establishment or compulsory education institution, has fled from his/her place of residence, has limited or lost civil act capacity, has difficulty in cognition or behavior control, or is prohibited by a Court from holding certain positions, practising certain professions, or performing certain jobs

At the same time, the person authorized to sign the application form for registration of change of the legal representative shall be the remaining member of the company.

6. How is the procedure for changing the legal representative of a limited liability company carried out?

The procedure for changing the legal representative of a limited liability company is carried out through the following steps:

Step 1: Prepare the application dossier: The company prepares the application dossier as stated in Section 5 above

Step 2: Submit the application dossier: The company submits the dossier to the provincial-level Business Registration Office where the company’s head office is located by one of the following methods:

• Submitting the dossier directly or via postal service;
• Submitting the dossier online via the National Enterprise Registration Portal.

​Step 3: Receive the result: Within 03 working days from the date of receipt of the application dossier, the provincial-level Business Registration Authority shall review the validity of the dossier:

• If the dossier is valid: a new Enterprise Registration Certificate will be issued
• If the dossier is invalid: a notice providing instructions for amendment and supplementation of the dossier will be issued

​​Note: The time limit for a company to amend and supplement an online enterprise registration dossier is 60 days from the date of receiving the notice requesting amendment and supplementation. After this deadline, if no amended or supplemented dossier is submitted, the Business Registration Office will cancel the enterprise registration dossier in accordance with the process on the National Enterprise Registration Information System.

7. What are the fees and charges for changing the legal representative of a limited liability company?

• Enterprise registration fee:

  • From 1 July 2025 to the end of 2026: VND 25,000 per application;

  • From 2027 onwards: VND 50,000 per application.

• Fee for publication of enterprise registration contents: VND 100,000 per publication.

• The enterprise registration fee is exempted in the case of online registration.
• The fee for publication of enterprise registration contents shall be paid at the time of submission of the enterprise registration dossier. If registration is not granted, this fee will be refunded.
• The enterprise registration fee shall be paid at the time of submission of the enterprise registration dossier and will not be refunded if registration is not granted.

8. Certain issues to note when changing the legal representative of a limited liability company

a. Who signs the application form for change of the legal representative in a limited liability company?

In a limited liability company, the Chairperson of the Members’ Council or the Company President signs the application form for change of the legal representative. Where the Chairperson of the Members’ Council or the Company President is also the legal representative, the signatory of the application form shall be the newly appointed or newly elected Chairperson of the Members’ Council or Company President.

b. Within how many days must the company register a change to its enterprise registration contents when changing its legal representative?

• The enterprise must register the change to the contents of its Enterprise Registration Certificate within 10 days from the date of the change
• Where the registration of change to the contents of the Enterprise Registration Certificate is made pursuant to a decision of a Court or Arbitration, the enterprise shall carry out the registration within 15 days from the date on which the Court judgment or decision takes legal effect or the arbitral award takes effect

c. What should be done immediately after changing the legal representative?

• Update information on the bank account holder and the company’s sub-licenses from the former legal representative to the new legal representative
• Notify clients, partners, the social insurance authority, and other relevant authorities of the change of the legal representative
• Where the change of the enterprise’s legal representative results in an amendment to the company’s charter, the minutes of meeting must clearly record the amended contents of the enterprise’s charter