A change of legal representative in Vietnam is a change to the Enterprise Registration Certificate (ERC), because the representative's name, contact address, nationality and ID number are printed on it (Article 28(3) of the Law on Enterprises). Appointing a new managing director or accepting a director's resignation does not update that record on its own. To replace the legal representative, the company must adopt the right internal decision and file to register a new legal representative within 10 days of the change; the business registration office then has 3 working days to issue a new ERC (Articles 30(2) and (3) of the Law on Enterprises; Article 43(5) of Decree 168/2025/ND-CP).
Article 43 of Decree 168 requires two main documents: a request form and a resolution or decision of the competent body; the file also carries the new person's identity documents and a power of attorney if an agent files. The difficulty sits around it: which body decides, who signs the request, whether the new person can lawfully manage a company, and how the bank, tax authority and e-invoice system learn about the change. This guide to a change of legal representative in Vietnam covers a limited liability company (LLC) and an unlisted joint stock company (JSC); for what the legal representative of a company in Vietnam is, who can serve and the duties of the role, see the handbook entry what is a legal representative in Vietnam. Start by reading the charter on the number, titles and powers of the legal representative (Article 24(2)(g)).
Who approves a change of legal representative in Vietnam?#
The owner or the highest management body decides, and the body differs by company type:
- LLC with two or more members: the members' council elects and removes the Chairperson and appoints and removes the Director or General Director; it also amends the charter if that is needed (Article 55(2)(dd) and (k); Article 54(3)).
- Single-member LLC owned by an organisation: the owner appoints the Company Chairperson or the members of the members' council; the members' council or the Company Chairperson appoints the Director or General Director (Article 79(3); Article 80(1) and (3); Article 81(1); Article 82(1)). For the registration file, Article 43(1)(b) of Decree 168 always asks for the decision of the company owner.
- Single-member LLC owned by an individual: the owner, who is the Company Chairperson, decides; the owner may serve as Director or hire one (Article 85(1) and (2)).
- Joint stock company: the board of directors elects the Chairperson and appoints the Director or General Director; the general meeting of shareholders decides if the change alters the charter (Article 153(2)(i); Article 156(1); Article 162(1); Article 43(1)(b) of Decree 168).
Voting thresholds. For a change of legal representative in Vietnam involving an LLC with two or more members, unless the charter says otherwise, electing or removing the Chairperson and appointing or removing the Director must be voted at a meeting (Article 59(2)(c)), with members holding at least 65% of the capital of the members attending voting in favour (Article 59(3)(a)); the meeting needs members holding at least 65% of charter capital present (Article 58(1)), and a charter amendment needs at least 75% (Article 59(3)(b)). In a single-member LLC with a members' council, more than 50% of attending members is enough, and a charter amendment needs at least 75% (Article 80(6)). A JSC board adopts a resolution by a majority of attending members (Article 157(12)); the general meeting adopts by more than 50% of the votes of shareholders attending and voting (Article 148(2), as amended by Law 03/2022/QH15). The charter can set different thresholds, but for the JSC board only a higher one; read it before calling the meeting.
Who approves a change of legal representative in Vietnam in a JSC: the board or the general meeting? Article 43 of Decree 168 divides it this way: the general meeting passes the resolution when the change alters the charter; the board passes it when the change leaves the charter untouched apart from the representative's personal details and signature. Our reading: replacing the person while keeping the same title (a new General Director replacing the old one) normally belongs to the board; changing which title carries the role, or the number of representatives, alters the charter and belongs to the general meeting. Article 24 requires the charter to state the number, titles, rights and duties of the legal representative, not their name. If your charter does name the representative, a change of name alone may be only a change of the "personal information" that Article 43 carves out of the charter-amendment category; we have not found specific guidance, so ask the business registration office first, or choose the higher body when in doubt, because the wrong body is an easy way to have the file returned. See the handbook entry on the company charter in Vietnam.
Unless the charter provides otherwise, a members' council or general meeting resolution takes effect from the date it is adopted or the effective date stated in it (Article 62(1); Article 152(1)). State a specific effective date, and do not backdate it: it fixes the start of the 10-day period.
Who can you appoint as the new legal representative of a company in Vietnam?#
These are the checks to run before the resolution to replace the legal representative:
- Not disqualified from managing an enterprise under Article 17(2) of the Law on Enterprises (points (b) and (e) as amended by Law 76/2025/QH15). Ask the nominee to sign a written confirmation, because the company declares the file itself and is responsible for its truthfulness and accuracy (Article 4(1) of Decree 168, as amended by Article 1 of Decree 296/2026/ND-CP).
- Residency and title. A company must always have at least one legal representative residing in Vietnam (Article 12(3)), so appoint the new one before the only resident legal representative leaves Vietnam; the title must fit the charter (Article 54(3); Article 137(2)).
- Position within the company. A new Chairperson of a JSC board is elected by the board from among its members (Article 156(1)); a person who is not yet a board member must first be elected to the board by the general meeting (Article 138(2)(c)). The Director or General Director of a JSC runs the business under an employment contract (Article 162(4)); for a single-member LLC owned by an individual, under the charter and the employment contract (Article 85(3)).
Filing for a change of legal representative in Vietnam: documents and who signs the request#
Documents for a change of legal representative in Vietnam (Article 43(1) of Decree 168): the request form for the change, and a copy or original of the resolution or decision of the owner (single-member LLC), the members' council (LLC with two or more members), or the general meeting or board (JSC, as explained above). The decree does not list meeting minutes or an amended charter in this file. Keep both on the company's records (an amended charter must carry the legal representative's name and signature, Article 24(4)(c)), but we have not found a rule requiring them to be filed.
Personal documents of the new person. If the person has a Vietnamese personal identification number, declare it and the system checks it against the national population database; if not (typical for foreigners), attach a copy of a valid passport or equivalent (Article 11(1) and (3) of Decree 168). Foreign-language documents need a Vietnamese translation; from 23 July 2026 the translation needs a certified translator's signature rather than notarisation (Article 10(2) of Decree 168; Article 19(1) of Decree 296/2026/ND-CP). The request, meeting minutes, resolution or decision need no seal (Article 4(5)). For documents made abroad (a power of attorney, or a decision of an owner that is a foreign company), Decree 168 does not require consular legalisation; if the registry asks for a foreign public document carrying an Apostille, Article 25 of Decree 293/2026/ND-CP (effective 11 September 2026) exempts public documents bearing an Apostille from a Convention state with which the Convention applies to Vietnam from consular legalisation. Confirm with the registry beforehand.
Who signs the request (Article 43(2) of Decree 168). The wrong signatory is a frequent reason for a returned file, especially when the person being replaced is the chairperson:
- LLC: the Chairperson of the members' council or the Company Chairperson. If that person is the representative being replaced, the newly appointed or elected Chairperson signs.
- JSC: the Chairperson of the board; if the Chairperson is being replaced, the newly elected Chairperson.
- Chairperson absent or unable to act: the person the Chairperson has authorised; if there is none, or the Chairperson has died, disappeared, been detained and so on, the person temporarily elected Chairperson under Article 56(4), Article 80(3) or Article 156(4) of the Law on Enterprises.
- Two special cases: in a single-member LLC whose individual owner is detained or serving a sentence, the authorised person or representative under Article 78(2) and (5) signs; in a two-member LLC where the representative-member is incapacitated (Article 12(6)), the remaining member signs and the file includes a copy of the document confirming that situation instead of a resolution (Article 43(3)).
If the change is filed together with other changes (except a change of owner of a single-member LLC), the same persons sign the other requests, notices and the power of attorney for filing (Article 43(4)), and several procedures can go in one file (Article 4(6)). That is the usual route when the representative is also a member exiting the company: see transfer of capital contribution in an LLC and, for a JSC, share transfer in a joint stock company.
Not every update is a change of legal representative. If it is the same person but a new ID number, contact address or title, the company files a notice updating information (Article 57(1) of Decree 168); the registry handles it within 1 working day and issues a new ERC if the information appears on it. The Article 43 procedure applies only when the representative is a different person.
Change of legal representative in Vietnam: deadline, filing channel, fee and e-authentication#
- Deadline for a change of legal representative in Vietnam: 10 days from the date of the change (Article 30(2) of the Law on Enterprises). The law does not define "the date of the change". Our cautious approach: take the date the resolution takes effect, or the date the new person actually takes office if earlier, and do not backdate. The law does not say how to count; our reading is to apply the Civil Code by analogy: the day of the event is not counted (Article 147(3)), a period in days ends at the end of the last day, and if that day is a weekend or public holiday the period ends at the end of the next working day (Article 148(1) and (5)). For example, if the new person takes office on 2 November 2026, 3 November is day one and the period ends at the end of 12 November 2026 (a Thursday). File early rather than relying on the last day. A JSC with two representatives by title (Article 137(2)) must still file when one leaves, because the ERC still names the old person.
- Processing time for a change of legal representative in Vietnam: 3 working days from receipt (Article 30(3) of the Law on Enterprises; Article 43(5) of Decree 168). If the file is invalid, the office notifies the company in writing; the company has 60 days to supplement it, after which the file lapses (Article 32(3)).
- Where: the provincial business registration office where the company has its head office, which sits in the provincial Department of Finance, or the management board of the high-tech park if the head office is inside one (Article 20(1)).
- Online filing. From 23 July 2026 the filer signs in through the National Public Service Portal or the VNeID app with an electronic identity account (Article 39 of Decree 168, as replaced by Article 9 of Decree 296/2026/ND-CP). If the filer is the person authorised to sign the request: a request filled in on the system that needs only one signature is neither digitally signed nor uploaded; the resolution and other documents must be signed, digitised and uploaded. If the filer is an authorised agent (for example a consultant): the agent must fill in the details and upload all documents in the file, signed digitally or by hand, with no relief from signing and uploading.
- Electronic authentication. If a consultant files for you, the principal and the agent must both authenticate electronically; someone without an electronic identity account attaches a copy of a valid ID card or passport of the principal (Article 12(5) of Decree 168, as amended by Article 2 of Decree 296/2026, effective 23 July 2026). The rewritten paragraph names the registration of a change of legal representative expressly among the procedures that require electronic authentication, and a file received but not yet approved before 23 July 2026 is still handled under Decree 168 as it stood (Article 20(2) of Decree 296/2026). The decree has no separate timetable per procedure and we have not found technical guidance on how authentication works on the National Business Registration Portal, so confirm the exact steps with the business registration office where you file. A power of attorney to an individual needs no notarisation (Article 12(1)). For a principal who is a foreigner abroad with no VNeID account, we have not found specific guidance; agree the signing method with the registry beforehand.
- Fee: the enterprise registration fee is VND 50,000 per time and the publication fee for the registration content is VND 100,000 per time (fee schedule to Circular 47/2019/TT-BTC; publication under Article 32(1) and (2) of the Law on Enterprises). Online filings are exempt from the registration fee (Article 5(3) of Circular 47/2019) but still pay the publication fee. For paper filings, Circular 64/2025/TT-BTC halves the registration fee from 1 July 2025 to 31 December 2026, to VND 25,000; after that, unless the reduction is extended, it returns to VND 50,000. The reduction applies to the registration fee, so we count the publication fee at the full rate.
The registry refuses if the company has been notified of a violation that leads to revocation of its ERC or its ERC has been revoked, is in voluntary dissolution, or has the legal status "not operating at the registered address" (Article 59(1)(a), (b) and (c) of Decree 168), unless the company has fixed the cause (Article 59(2)); or if a court, enforcement agency or investigator has asked in writing that no registration procedure be carried out (Article 59(3)). The "not operating" status often follows an empty office: fix the address first, see changing the registered address in Vietnam.
What if the legal representative leaves Vietnam or is unavailable?#
These situations are covered in the handbook entry cited above (Article 12(3) to (6) of the Law on Enterprises). The question for this procedure is whether the situation requires a filed change of legal representative in Vietnam:
- The only resident representative leaves Vietnam and authorises an individual residing in Vietnam (Article 12(3)): we have not found a rule requiring the authorisation to be filed; the representative is unchanged.
- Absent for more than 30 days without authorising anyone, or dead, missing, detained and so on, where the company has one representative (Article 12(5)): yes, file under Article 43. In a two-member LLC where the representative-member is in such a situation (Article 12(6)), the remaining member signs the request (Article 43(3)).
- Authorisation expires, the representative has not returned and no other authorisation exists (Article 12(4)): only if someone else is appointed.
Give the authorisation a term and scope, add a Vietnamese version if the principal does not read Vietnamese, and name an individual residing in Vietnam (Article 12(3)). If the term cannot be determined, the Civil Code applies one year from when the power arose, unless it is tied to a specific transaction (Article 140(2)).
A foreign legal representative and FDI companies: work permit, residency, IRC#
In the provisions we have checked, the Law on Enterprises sets no nationality condition for the legal representative. A foreign legal representative, new or former, raises three points in a change of legal representative in Vietnam:
- Residency. The law does not say how "residing in Vietnam" is proven. A registry may ask for a temporary residence card or residence paperwork; we have not found a rule on which documents, so confirm with the registry where you file. Adding a second representative who resides in Vietnam is an option covered in the handbook entry cited above.
- Work permit. Naming a foreigner as legal representative does not itself solve the work permit question; whether an exemption applies depends on the person's capacity and capital contribution (Article 7(2) and (3) of Decree 219/2025/ND-CP). Resolve this before appointing: see work permit exemption in Vietnam and the handbook entry what is a work permit in Vietnam. If the new person works under an employment contract, see also social insurance for foreign employees and personal income tax for foreigners.
- Investment registration certificate (IRC). In the texts we have checked, nothing requires an amendment to the IRC just because of a change of legal representative in Vietnam. Article 33(2) of the Law on Investment 143/2025/QH15 requires an IRC amendment only where an adjustment changes the main content of the project recorded in the IRC, and Article 37 of Decree 96/2026/ND-CP lists the IRC content as project name, investor, project code, location, objectives and scale, capital, duration, progress, incentives and conditions, with no legal representative of the company. As to the form: per secondary summaries of Form I.2.6 (Circular 55/2026/TT-BTC), the investor section for an organisation records the investor's legal representative (name, sex, date of birth, nationality, title); we have not read the form itself. Article 44 of Decree 96/2026 (correction of information) applies only where the IRC differs from, or is inaccurate against, the registration file; it is not an update procedure for changes after issue. One point stays open: whether a change of the foreign investor's own representative requires amending investor information on the IRC; we have not found a provision that answers it. If your IRC names anyone, ask the investment registration authority. See the handbook entry on the investment registration certificate and our service amending the IRC of a foreign-invested company.
After the new ERC: tax, e-invoices, bank and social insurance#
A new ERC is not the end of a change of legal representative in Vietnam: the bank may still hold the old signature specimen, the e-invoice registration may still show the old person, and the tax account may still use the departed person's phone number. The places to update, with how firm our authority is:
- Tax authority. Business registration data is transmitted to the tax registration system; check the e-tax account and contact details still tied to the old person. Basis: Article 39(2) of Decree 168 (as replaced by Article 9 of Decree 296/2026) and Article 31(5); Article 10(1) and (2) of Law 108/2025/QH15 on Tax Administration (effective 1 July 2026), under which tax registration covers notices of changes to tax registration information and enterprises register for tax together with business registration through the one-stop interlinked mechanism (details for the Government and the Ministry of Finance, Article 10(4) and (5)). We have not found a rule requiring a separate notice to the tax authority once the change is registered with the business registration office.
- E-invoices. Check whether the e-invoice registration still shows the old person, and ask the managing tax authority for the current form and procedure. Secondary information, texts not checked: Decree 123/2020/ND-CP (amended by Decree 70/2025/ND-CP), read through tax authority guidance (Form 01/DKTD-HDDT). Law 38/2019/QH14 on Tax Administration ceased to be effective on 1 July 2026 (Article 52(3) of Law 108/2025/QH15), so confirm which text now applies.
- Bank. Provide the new ERC, the resolution, the new representative's ID and new signature specimens; remove the former person's signing rights. Secondary information: Circular 17/2024/TT-NHNN (amended by Circular 25/2025/TT-NHNN) governs opening and using payment accounts, and an organisation's account file holds the legal representative's details; per secondary summaries the account-opening file is Article 12 of Circular 17, amended by Article 3 of Circular 25; we have not checked the content of that article (the PDF is a scan). Loan agreements may carry their own notice terms.
- Social insurance. Ask the social insurance agency whether a notice of changed employer details is needed; do not assume it updates itself. Article 81(1) of Decree 168: when the relevant information changes, the company registers or notifies the change with the provincial business registration office and the social insurance agency as the law requires; paragraph (2): the registry shares the new ERC with the social insurance agency; paragraph (4): those agencies may not ask for copies of the ERC already shared. Paragraph (3) (sharing the representative's details with the labour authorities) is written for newly established companies and we have not found it stated for changes; the form and channel for notifying the agency are not checked.
- Digital signature, seal and e-accounts. If the certificate names the former person, replace it or update its details with the provider; hand over the seal (custody follows the charter or internal rules, Article 43(3) of the Law on Enterprises) and the signing token, and change the user on the VNeID and public service portal accounts. We have not checked a source for the digital signature, VNeID and portal accounts.
- Sector licences, counterparties, powers of attorney. Check each licence for whether it names, or sets conditions for, the representative (depends on the sector law; no general rule); notify counterparties under notice clauses; confirm or reissue powers of attorney that the former representative signed for the company. We have not found a rule saying such a power of attorney ends automatically; written confirmation avoids disputes (Articles 138 and 140 of the Civil Code).
If the company has suspended business, the suspension notice must carry the legal representative's contact details; see business suspension procedures in Vietnam.
What if the legal representative resigns before the company has filed?#
The law gives an individual no procedure to have their own name removed: the person stays on the register until the new ERC issues. In practice, ask the company to hold the meeting and file to register a new legal representative, and obtain written confirmation of the exit date and notify key counterparties.
Article 13 of the Law on Enterprises makes the representative liable for damage to the company caused by breaching the duties of honesty, care and loyalty during the term (Article 13(2), as amended by Law 76/2025/QH15), and a representative who authorised another person on leaving Vietnam remains liable for the authorised acts (Article 12(3)). Our reading: leaving the role does not erase liability for acts before the exit. Until the new ERC issues, the former person's name is still on the register, so banks and counterparties may keep treating them as authorised. A transaction by a person without authority does not bind the company unless the company recognised it, knew and did not object within a reasonable time, or was at fault in leading the other party not to know the signer no longer had authority (Article 142(1) of the Civil Code); in our reading, a company that registers late can end up in the third case. The signer may still owe obligations to the counterparty unless the counterparty knew or should have known the authority was missing (Article 142(2)). Leaving the representative role and ending an employment contract are separate steps; see terminating an employment contract in Vietnam.
Penalties for a late or missing change of legal representative in Vietnam#
Penalties for an organisation under Article 44 of Decree 122/2021/ND-CP, as amended by Article 2 of Decree 288/2026/ND-CP (signed 21 July 2026 and effective from signature). Individuals are fined half (Article 4(2) of Decree 122/2021):
| Violation | Fine |
|---|---|
| Filing the change 1 to 10 days late | Warning |
| 11 to 30 days late | VND 10 to 20 million |
| 31 to 90 days late | VND 30 to 40 million |
| 91 days or more late | VND 50 to 60 million |
| Failing to register the change | VND 30 to 70 million, plus an order to register |
Separate from lateness, a false, dishonest or inaccurate declaration in the filing is prohibited (Article 16(4) of the Law on Enterprises, as amended by Law 76/2025/QH15) and fined VND 30 to 70 million (Article 43 of Decree 122/2021, as amended by Article 1 of Decree 288/2026). Where the registry finds a dishonest declaration it announces that the ERC or confirmation of change issued on that file is void and reissues on the basis of the last valid file (Article 63(2)(b) of Decree 168). A file received before 23 July 2026 and not yet approved is still handled under Decree 168 as it stood (Article 20(2) of Decree 296/2026).
LexData supports a change of legal representative in Vietnam under our ongoing corporate counsel service: review of the charter and the competent body, drafting the resolution, request form and power of attorney, deadline reminders, preparing the registration file and checking the list of updates needed afterwards. Filing on the company's behalf and dealing with banks and tax authorities fall within the scope agreed in the service contract.
