1. What is the current procedure for changing the legal representative of Company?
| Step | Description | Execution Venue | Duration | Documents | Fees | Legal Basis | Notes |
| Step 1: Terminating the labor contract with former legal representative | Company agreed to terminate the labor contract with former legal representative | Internal | N/A | Termination Agreement | N/A | Clause 3, Article 34 of the Labor Code 2019 | N/A |
| Step 2: Completing the payment of all benefits upon termination of the labor contract | Company and the former legal representative are responsible for fully paying the benefits within 14 working days from the termination of the labor contract. Company’s responsibilities include:
1. Completing procedures for confirming social insurance, unemployment insurance contributions, and returning other original documents (if any) to former former legal representative; 2. Providing copies of documents related former former legal representative's employment upon request. |
Internal | 14 working days | 1. Termination Agreement;
2. Payment records of all related benefits (e.g., salary, personal income tax, social insurance, unemployment insurance, health insurance, etc.) |
N/A | Article 48 of the Labor Code 2019 | N/A |
| Step 3: Issuance of the decision on changing the legal representative | Parent Company ssuance of the decision on changing the legal representative | Parent Company | N/A | The decision by the owner - Parent Company on changing the legal representative. | N/A | N/A | The person signing the decision to change the legal representative of the Company is the legal representative of Parent Company
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| Step 4: Prepare and submit documents for registration of business changes | Prepare and submit documents at the National Business Registration Portal:
https://dangkykinhdoanh.gov.vn/vn/Pages/Trangchu.aspx
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Hanoi Department of Planning and Investment | N/A | 1. Notification of change of legal representative | 1. Fee for change of business registration content: VND 50,000 per case;
2. Fee for publicizing business registration content: VND 100,000 per case |
Clause 1, Article 50, Decree 01/2021/ND-CP | The person signing the Notice of change of legal representative is the Chairman of the Board of Members or the Chairman of the Company (depending on the internal organizational model of Company)
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| 2. Notarized/certified copy of the individual's legal documents (passport) for the new legal representative | According to the practice that SB Law has implemented, the E-passport of a Chinese individual will be refused notarization, so this type of passport cannot be used. Therefore, if the new representative has an official passport, this type of passport can be used for notarization in Vietnam.
In addition, in case the new representative has not yet entered or has no plans to enter Vietnam, a copy of the passport can be authenticated at the Vietnamese Embassy in China. |
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| 3. Owner's decision - Parent Company about changing the legal representative | |||||||
| 4. Power of attorney for the applicant | |||||||
| 5. Copy of personal legal documents of the applicant (notarized authentication). | |||||||
| Step 5: Receive documents and provide results | Upon receiving the business registration documents, the Business Registration Office issues a receipt, reviews the validity of the papers, and grants the adjusted Business Registration Certificate reflecting the new legal representative of the Company. | Hanoi Department of Planning and Investment | 03 (three) working days from the date of receiving valid documents | Adjusted Business Registration Certificate reflecting the new legal representative of the Company |
2. Procedures for reporting, processing, and paying arising taxes
Procedures for reporting, processing, and paying arising taxes (for example, corporate income tax, personal income tax, and other related taxes...) when Company changes its legal representative for new people and ex?
2.1. Regarding the personal income tax finalization obligation for former legal representative
Under the provisions of Point d.3, Clause 6, Article 8 of Decree 126/2020/ND-CP of the Government on detailing several articles of the Law on Tax Administration, a foreign individual terminates the labor contract in Vietnam must declare tax finalization with the tax authority before leaving Vietnam. In case such individual has not yet completed tax finalization procedures with the tax authority, he or she shall authorize an income-paying organization or other organization or individual to finalize tax according to regulations on tax finalization for individuals. In case the income-paying organization or another organization or individual receives authorization for finalization, they must be responsible for the additional personal income tax amount payable or be refunded the individual's overpaid tax amount.
Thus, the former legal representative can authorize Company to finalize personal income tax or perform tax finalization with the tax authority himself. The Company should note that, in case former legal representative has not completed tax finalization procedures with the tax authority before leaving Vietnam, Company is responsible for declaring personal income tax finalization on behalf of former legal representative. Accordingly, Company is obliged to declare annual finalization for personal income tax finalization according to the provisions of Clause 6, Article 8 of Decree 126/2020/ND-CP mentioned above.
2.2. Regarding tax registration procedures, it is necessary to carry out with the new legal representative
Under the provisions of Clause 3, Article 33 of the Law on Tax Administration 2019, regulations on tax registration responsibilities of enterprises for employees are as follows:
- Company is obliged to register for tax on behalf of the individual with income (new legal representative) no later than 10 working days from the date the tax liability arises in case the individual does not yet have a tax code. ;
- Register for tax on behalf of the taxpayer's dependents (new legal representative) no later than 10 working days from the date the taxpayer registers for family deductions according to the provisions of the law in case dependents do not have a tax identification number.
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