1. Who signed the notice of change of legal representative of a limited liability company?

According to the provisions of Clauses 1 and 3, Article 79 Enterprise Law 2020, a one-member limited liability company owned by an organization with a management and operating structure according to the following models:

- A one-member limited liability company owned by an organization can be managed and operated according to one of the following two models:

+ Company president, director or general director model: In this case, the company will have a company president, director or general director, who will hold the role of managing and operating the company.

+ Board of members, director or general director model: According to this model, the company will have a board of members, director or general director, who will participate in management decisions and operations of the company. company.

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- A one-member limited liability company owned by an organization must have at least one legal representative. This representative can hold one of the following positions: chairman of the board of members, president of the company, director or general director. In cases where the company charter does not clearly stipulate, the chairman of the board of members or the company president will be the legal representative of the company.

Having a legal representative as chairman of the board of members, company president, director or general director of a single-member limited liability company owned by the organization is mandatory to ensure The legality and rights of the company during operations and transactions.

Besides, according to the provisions of Article 83 Enterprise Law 2020, a one-member limited liability company owned by an individual with the following organizational and management structure:

- A single-member limited liability company owned by an individual must have a company President, Director or General Director. These are key management positions in the company.

- The owner of the company acts as the Chairman of the company and can concurrently or hire another person to be the Director or General Director. However, the role of owner and the title of company president cannot be transferred to another person.

- The rights and obligations of the Director or General Director are specified in detail in the company charter and labor contract. The company charter will stipulate the scope of powers, responsibilities, and interests of the Director or General Director. The labor contract will determine the specific terms of duties, responsibilities, salary, and other conditions related to the Director or General Director's work in the company.

Through the above provisions, the Enterprise Law 2020 has created a legal framework to regulate the organizational structure and management roles in single-member limited liability companies owned by individuals. This helps ensure transparency and efficiency in the company's management and operations.

In short, when an Enterprise wants to change its legal representative, it needs to prepare a registration dossier to change the representative according to the provisions of law and send it to the Business Registration Office in the locality where the company has registered. Register for headquarters. In this dossier, one of the important documents required is a notice of change of legal representative. For each type of company, the person signing the notice will be different, specifically as follows:

- For a single-member limited liability company whose owner is an individual, the person signing the notice will be the company owner. The company owner is responsible for notifying the change of legal representative to the business registration agency.

- For a one-member limited liability company whose owner is an organization and operates under the model of a Board of Members, the person signing the notice will be the Chairman of the Board of Members. The Chairman of the Board of Members is responsible for notifying the change of legal representative to the business registration agency.

- For a single-member limited liability company whose owner is an organization and has a management structure based on the model of company President, Director or General Director, the person signing the notice will be the Chairman. company. The company president will be responsible for notifying the change of legal representative to the business registration agency.

In addition, in case the company has a Controller, the legal representative needs to notify this change to the Controller to ensure transparency and compliance with the law on limited liability companies. a member.

2. How many legal representatives can a one-member limited liability company have?

According to the provisions of Clause 1 and Clause 2, Article 12 Enterprise Law 2020, the legal representative of the enterprise is determined as follows:

- The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the enterprise's transactions. They represent businesses as requesters to resolve civil matters, plaintiffs, defendants, people with related rights and obligations before the Arbitrators, Courts and other rights and obligations according to the provisions of the Law. law.

- Limited liability companies and joint stock companies may have one or more legal representatives. The company charter specifically stipulates the number, management titles and rights and obligations of the legal representative of the enterprise. In case the company has more than one legal representative, the company charter will clearly stipulate the rights and obligations of each legal representative. If the company charter does not clearly stipulate the division of rights and obligations of each legal representative, then all legal representatives of the company will be considered competent representatives of the enterprise before third-party. In addition, all legal representatives must be jointly responsible for damages caused to the enterprise according to the provisions of civil law and other relevant regulations.

According to current regulations, a one-member limited liability company can authorize one or more representatives according to the provisions of law. The number and titles of legal representatives are specifically stipulated in the company's charter. In the company charter, there will be regulations related to the authorization of legal representatives, including the number of authorized representatives and corresponding management titles. Common management positions in a single-member limited liability company may include Chairman, Director, General Director or similar positions. In addition to regulating the number and title, the Charter also details the rights and obligations of the legal representative in the enterprise. These rights and obligations are often determined by legal regulations and assigned powers within the company. For example, a legal representative may have the authority to sign contracts, represent the company in transactions with third parties, manage business activities, and represent the company in legal matters.

3. Who has the authority to sign the notice to change the legal representative of the enterprise?

According to the provisions of Clause 2, Article 50 Decree 01/2021/ND-CP, signing the notice of change of legal representative is assigned to a number of specific individuals as follows:

- For a one-member limited liability company, the person signing the notice can be the Chairman of the Board of Members or the President of the company.

- For limited liability companies with two or more members, the person signing the notice is the Chairman of the Board of Members. However, if the Chairman of the Members' Council is the legal representative who is changing, the person signing the notice will be the new Chairman of the Members' Council elected by the Members' Council.

- For joint stock companies, the person signing the notice is the Chairman of the Board of Directors. However, if the Chairman of the Board of Directors is the legal representative who is changing, the person signing the notice will be the new Chairman of the Board of Directors elected by the Board of Directors.

- In case the Chairman of the Board of Members or the Chairman of the Board of Directors is absent or unable to perform his or her rights and obligations, the person signing the notice of change of legal representative is the person authorized by the Chairman. Board of members or Chairman of the Board of Directors.

In addition, in case there is no authorized member or the Chairman of the Board of Members or the Chairman of the Board of Directors encounters situations such as death, missing, being detained, serving a prison sentence, comply with administrative handling measures at compulsory detoxification facilities or compulsory educational establishments, escape from place of residence, have limited or lost civil act capacity, and have difficulty in cognition and self-control. acts, is banned by the Court from holding a position, practicing a profession or doing certain jobs, the person who signs the notice of change of legal representative will be the person temporarily elected as Chairman of the Board of Members or Chairman. Board of Directors as prescribed in Clause 4 Article 56, Clause 3 Article 80 and Clause 4 Article 156 of Enterprise Law 2020.