Procedures for changing members in a partnership | iGuide

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Procedures for changing general partners in a partnership

Changing the members of a partnership requires strict compliance with legal regulations. This article will provide detailed instructions on the steps to be taken, from preparing documents, notifying changes to completing procedures with the authorities, helping businesses follow the correct procedures and avoid legal risks.

1. Cases where it is necessary to register a change in general partnership members

Pursuant to Article 49 of Decree 01/2021/ND-CP, a partnership must carry out procedures for registering changes to the contents of the Enterprise Registration Certificate when changing partnership members in the following cases:

- In case of termination of general partnership membership: voluntarily withdrawing capital from the company; becoming disabled, missing, having limited or lost civil capacity, having difficulty in cognition or controlling behavior; being expelled from the company; serving a prison sentence or being prohibited by the Court from practicing a profession or doing certain work according to the provisions of law or other cases stipulated by the company's Charter (see specifically in Article 185 of the Enterprise Law 2020).

- Accepting new general partners (see details in Article 186 of the 2020 Enterprise Law).

2. Procedures for registration of change of general partners

According to the provisions of Clause 2, Article 30 of the Law on Enterprises 2020, a partnership must register changes to the contents of the Enterprise Registration Certificate in case of changes in partnership members within 10 days from the date of change, specifically as follows:

2.1. Profile components

The partnership prepares a dossier including the following documents:

- Notice of change in business registration content (according to the form in Appendix II-1 issued with Circular 01/2021/TT-BKHĐT) signed by the legal representative of the partnership.

- List of members of the partnership (according to Appendix I-9 issued with Circular 01/2021/TT-BKHĐT), which does not include the declaration of capital contributing members.

- Copy of legal documents of the individual for the new general partner.

- Authorization letter for the person submitting the application and receiving the results if he/she is not the legal representative and a copy of the legal documents of the authorized individual. This authorization letter does not need to be notarized or certified (according to Clause 1, Article 12, Decree 01/2021/ND-CP).

Specifically, according to Article 11 of Decree 01/2021/ND-CP, legal documents of individuals are:

+ For Vietnamese citizens: Valid Citizen Identification Card or National Identity Card or Vietnamese Passport.

+ For foreigners: Valid foreign passport or document in lieu of a valid foreign passport.

2.2. Place of submission

A partnership company submits a registration file for change of partnership members to the Business Registration Office of the Department of Planning and Investment where the company has its head office.

2.3. Time limit for settlement

After receiving the registration dossier, the Business Registration Office shall issue a Receipt, check the validity of the dossier and issue a Business Registration Certificate to the enterprise within 03 (three) working days from the date of receipt of a complete and valid dossier (according to Clause 3, Article 30 of the Law on Enterprises 2020).

Note: After being granted a new Business Registration Certificate, the partnership must publicly announce it on the National Business Registration Information Portal. Alternatively, the procedure for changing the partnership members and the procedure for announcing the business registration content can be carried out at the same time.