The legal representative is the person who acts in the company’s name to establish and perform all transactions — signing contracts, working with banks and tax authorities, participating in litigation. When an FDI company changes its general director, executive director or any individual serving as legal representative, the enterprise registration change is not just “changing a name on the license”: in the gap between the old representative losing authority and the new one being recorded, every document signed by the “new representative” risks challenges to its validity.
The key point to manage is continuity of representative authority. The law allows a company to have one or more legal representatives; the wise approach when changing is to arrange a handover period where the old and new representatives’ authority overlaps, and immediately after the new enterprise registration certificate is issued, to synchronize updates at the bank, tax authority, social insurance and digital signature system. This article systematizes the dossier, sequence and post-change synchronization checklist so FDI companies face no operational interruption.
Quick summary
| Topic | Changing an FDI company’s legal representative on the ERC |
|---|---|
| Who this is for | FDI companies changing general directors/directors, foreign investors rotating management personnel, and in-house legal/HR teams. |
| Key checkpoints | Decision-making authority under the charter, change registration dossier (Decree 168/2025/ND-CP), 3-working-day time, mandatory post-change bank–tax–social insurance–digital signature sync checklist. |
| Desired outcome | The ERC recording the new representative, uninterrupted representative authority, and all systems (bank, tax, social insurance) updated in sync. |
Core legal issue: changing an FDI company’s legal representative
The Law on Enterprises 2020 provides that limited liability companies and joint stock companies may have one or more legal representatives; the company charter specifies the number, titles, and rights and obligations of each. The legal representative is responsible for the completeness, timeliness and truthfulness of exercising their powers and duties — this is a legal position, not just a management title.
For FDI companies, the legal representative is often a foreigner (a general director seconded by the parent company) or an authorized Vietnamese. The change therefore usually comes with foreign personnel procedures: the new person’s work permit and temporary residence card (if a foreigner coming to work), and settlement/termination for the old one. Missing these procedures leaves the new representative “named on the ERC but not legally qualified to work” — a risk specific to FDI companies.
A commonly misunderstood point: the investment project’s IRC does not record the legal representative, so changing the representative triggers no IRC amendment. However, if there are simultaneous changes to investors, charter capital or governance structure, those procedures must be handled in parallel in the right sequence.
Legal basis and verification sources
- Law on Investment 2025
- Law 76/2025/QH15 amending the Law on Enterprises
- Decree 168/2025/ND-CP on enterprise registration
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance
- Resolution on the 2025 rearrangement of provincial-level administrative units
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Procedure and dossier checklist
Step 1 — Internal decision under the charter: identify the competent deciding body (Members’ Council/General Meeting of Shareholders/owner depending on company type); adopt the decision/meeting minutes on changing the legal representative, stating the effective time and handover plan; check whether the charter limits representative eligibility criteria.
Step 2 — Prepare the change registration dossier: the dossier includes the notice of legal representative change; the decision/meeting minutes; a copy of the new representative’s personal legal papers (ID card/passport); and the authorization letter for the filer. Where the new representative is a foreigner, prepare the work permit and temporary residence card dossiers in parallel.
Step 3 — File and receive results at the business registration authority: file with the business registration authority of the head office location; the processing time is 3 working days from receipt of a complete valid dossier; carefully check the new enterprise registration certificate upon receipt.
Step 4 — Post-change synchronization (mandatory checklist): update representative information at the bank (signatures, transaction limits); notify the tax authority; update social insurance; issue/adjust the digital signature; update the charter and member/shareholder register; notify partners and major clients of the new representative; review authorizations and introduction letters issued under the old person’s name.
Step 5 — Handle foreign personnel (if any): complete the work permit and temporary residence card for the new foreign representative; settle and terminate procedures for the old one (if a foreigner returning home).
Common risks
Risk 1 — Authority gap: the old representative has stepped down but the new one is not yet recorded on the ERC; contracts and documents signed in the gap risk validity challenges, especially when disputes arise.
Risk 2 — Forgetting bank synchronization: the ERC has changed but the bank still holds the old person’s information; disbursement orders and guarantees signed by the new representative are refused by the bank, interrupting payments.
Risk 3 — New foreign representative without a work permit: named on the ERC but not yet legally qualified to work in Vietnam; violating labor rules and casting doubt on management decisions.
Risk 4 — Internal decision by an incompetent body: the change is decided by an individual/organization lacking charter authority; the decision may be void, affecting the change registration’s validity.
Risk 5 — Not revoking the old representative’s authorizations: authorizations and introduction letters in the old representative’s name remain in circulation; the old person may continue transacting with bona fide third parties in the company’s name.
Competent authorities and filing bodies
Legal representative change registration is handled by the business registration authority of the head office location, under the enterprise registration change procedure in Decree 168/2025/ND-CP, within 3 working days. Synchronization procedures fall under each authority: the bank (account-opening branch), the directly managing tax authority, the social insurance agency, and the immigration and labor authorities (for foreigners).
When to contact a lawyer
Engage a lawyer in three cases: (1) before deciding on the change — to check charter authority and design a handover plan ensuring continuity of representative authority; (2) when the new representative is a foreigner — work permit, temporary residence card and business registration need synchronized handling; (3) when an authority gap has occurred or transaction validity is disputed — validity assessment and remediation/regularization plans are needed.
How FLAT LAW FIRM helps
FLAT LAW FIRM assists with checking internal authority, standardizing legal representative change registration dossiers, building the bank–tax–social insurance–digital signature synchronization checklist, and handling labor procedures for foreign representatives, in Vietnamese, Chinese and English.
See also: Changing the legal representative | Changing investors in a project in Vietnam | Amending an Investment Registration Certificate
FAQ
How long does changing the legal representative take?
3 working days from receipt of a complete valid dossier by the business registration authority. Plus bank, tax and social insurance synchronization time, and (if applicable) work permit time for foreigners.
May a company have multiple legal representatives?
Yes. The Law on Enterprises 2020 allows LLCs and joint stock companies to have one or more legal representatives; the charter specifies the number, titles and allocation of rights and obligations of each.
Does changing the representative require an IRC amendment?
No. The IRC does not record the legal representative, so no IRC amendment arises; only the enterprise registration change (ERC) is needed.
What extra procedures apply if the new representative is a foreigner?
Besides the ERC change registration, a work permit and temporary residence card are needed to work lawfully in Vietnam; handle them in parallel to avoid a legal gap.
May the new representative sign contracts before the ERC is issued?
It is not advisable. Only after being recorded on the ERC is the new representative’s legal-representative status fully recognized by third parties and state authorities; arrange a handover so the old and new authority overlaps.
What must be updated after changing the representative?
The bank (signatures, limits), the tax authority, social insurance, the digital signature, the charter and member/shareholder register; also revoke authorizations and introduction letters in the old person’s name and notify partners and major clients.
Where is the representative change filed?
With the business registration authority of the head office location, under Decree 168/2025/ND-CP.
