According to Article 12.1 Law on Enterprise, the enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before court, arbitration, and performs other rights and obligations prescribed by law. 

A limited liability company or joint stock company may have one or more than one legal representative. The enterprise’s charter shall specify the quantity, position, rights and obligations of its legal representatives. In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them. Otherwise, each of the legal representatives shall fully represent the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.

An enterprise shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance. In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (3) expires and does not have any further actions:

• In case the enterprise is a sole proprietorship, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns;
• In case the enterprise is a limited liability company, joint stock company or partnership, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns or until the enterprise’s owner, Board of Members/Partners or Board of Directors designates another legal representative.

For the model of a limited liability company with two (02) members or more (Article 54 Enterprise Law 2020):

• The company must have at least one legal representative who holds one of the following titles:

• Chairman of the Members’ Council, or
• Director, or
• General manager.

• Unless otherwise provided in the charter, the chairman of the Members’ Council is the legal representative of the company.

For the model of a Joint stock company (Article 137 Enterprise Law 2020):

• In case the company has only one legal representative, the legal representative shall hold one of the following titles:

• Chairman of the Board of Directors, or
• Director, or
• General manager.

• Unless otherwise provided in the charter, the Chairman of the Board of Directors is the legal representative of the company.
• In case the company has more than one person and one legal representative, the following subjects are automatically the legal representative of the company:

• Chairman of the Board of Directors, or
• Director, or
• General manager.

For the model of a limited liability company with one (01) member (Article 79 Enterprise Law 2020):

• The company must have at least one legal representative who holds one of the following titles:

• Chairman of the Members’ Council
• Company President or
• Director or
• General manager

• Unless otherwise provided for in the company’s charter, the following entities are the legal representatives of the company:

• Chairman of the Members’ Council or
• Company president

Above is our consultancy about this issue. If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

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