Change of representative managing the contributed capital under the law on enterprise 2020

The Representative Managing the Contributed Capital of the owner, member or shareholder of the company being an organization, is an individual who is authorized in writing to act on behalf of such owner, member or shareholder to exercise rights and perform obligations under the Law on Enterprise 2020. 

1. Definition

The Law on Enterprise 2020 does not have specific regulations on the Representative Managing Contributed Capital, however, based on Clause 1 Article 14 of the Law on Enterprise 2020, the authorized representative of the owner, member, shareholder of the company being an organization must be an individual authorized in writing to represent the owner, member, shareholder to perform the rights and obligations prescribed by this Law. Accordingly, the Representative Managing Contributed Capital is an individual authorized by the owner, member, shareholder of the company to represent the owner, member, shareholder to manage the capital contribution in the company. 

2. The dossier for changing the Representative Managing Contributed Capital shall include

Circumstance 1: Changing the information of the Representative Managing Contributed Capital, such as passport, permanent address, contact address, etc. 

• Notification on adjusting, updating the enterprise registration’s information – Appendix II-5 attached to Circular No. 01/2021/TT-BKHDT guiding on enterprise registration dated March 16th, 2021 (“Circular 01/2021/TT-BKHDT“). 

• Documents proving the change of information. 

• Written authorization for the representative to carry out enterprise registration procedures. 

•  Personal legal documents of authorized person. 

Circumstance 2: Changing the Representative Managing Contributed Capital to another individual.  

• Notice on changing the enterprise registration’s information – Appendix II–1 attached to Circular 01/2021/TT-BKHDT. 

• List of authorized representatives – Appendix I-10 attached to Circular 01/2021/TT-BKHDT.

• Passport of the new Representative Managing Contributed Capital. 

• The document appoints a representative to manage the contributed capital. Accordingly, this document must include the following contents: 

• • Name, enterprise code number, head office address of the owner, member or shareholder; 

• • The number of authorized representatives and the percentage of share ownership, the contributed capital corresponding to each authorized representative; 

• • Full name, contact address, nationality, number of legal documents of each individual authorized representative; 

• • The corresponding term of authority of each authorized representative; including the start date of representation; 

• • Full name and signature of the legal representative of the owner, member, shareholder and authorized representative. 

• • Written authorization for the representative to carry out business registration procedures. 

• • Personal legal documents of authorized persons. 

3. Notification period for changing enterprise registration’s contents and legal consequences of non-compliance with the time limit

Pursuant to point c, clause 1 and clause 2 Article 31 of Law on Enterprise 2020, the enterprise must notify the Department of Planning and Investment where the head office is located, of changing the Representative Managing Contributed Capital within 10 days of the occurrence of the change.  

In case the enterprise fails to comply with the time limit for notifying changes to the above-mentioned enterprise registration contents, according to Article 49 of Decree 122/2021/ND-CP, the enterprise may be administratively sanctioned as follows: 

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