Legal Representative in Vietnam: Requirements, Powers and Responsibilities

A legal representative in Vietnam is one of the key positions that must be determined when establishing and operating a company. Who can take this role? Can a foreigner be appointed? Does the legal representative have to reside in Vietnam, and what responsibilities come with the position? These are important questions for any investor setting up a business, particularly a foreign-invested company. This article explains the current rules on legal representatives in Vietnam and the practical issues investors should consider before deciding who will represent their company.

What Is a Legal Representative in Vietnam?

When setting up a company in Vietnam, investors often focus first on charter capital, business lines, the registered office and ownership structure. However, choosing the company’s legal representative is equally important because this decision directly affects how the company enters into transactions, exercises its rights and deals with legal matters throughout its operation.

Under Article 12 of the Law on Enterprises, the legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and performing the obligations arising from its transactions. The legal representative also represents the enterprise as a person requesting the settlement of civil matters, plaintiff, defendant or person with related interests and obligations before an Arbitration Tribunal or Court, and exercises other rights and performs other obligations as prescribed by law.

In practical terms, a company has its own legal status, but it still needs an individual who can act on its behalf. When the company enters into contracts, carries out transactions, completes procedures with competent authorities or becomes involved in a dispute, the legal representative is one of the key individuals through whom the company exercises its rights and performs its obligations within the scope of that representative’s authority.

For limited liability companies and joint stock companies, the full name and title of the legal representative form part of the company’s important registration information and are recorded on the Enterprise Registration Certificate as required by law. The position should therefore not be viewed simply as an internal management title. It is directly connected with the individual’s legal authority to represent the company in a wide range of matters.

How Many Legal Representatives Can a Company Have in Vietnam?

A company is not necessarily limited to one legal representative. Under the Law on Enterprises, a limited liability company or joint stock company may have one or more legal representatives. The company charter must specify the number and managerial titles of its legal representatives as well as their respective rights and obligations.

This provides considerable flexibility, particularly for larger businesses and foreign-invested companies. Instead of placing all representative authority in the hands of one individual, a company may appoint several legal representatives and allocate authority among them according to its management structure and operational needs.

However, appointing multiple legal representatives also makes a carefully drafted company charter more important. If a company has more than one legal representative but the charter does not clearly divide their respective rights and obligations, each legal representative will be regarded as a duly authorized representative of the company before third parties. The legal representatives may also bear joint liability for damage caused to the company in accordance with the law.

For this reason, the question is not simply whether a company should appoint one or several legal representatives. The company should also determine who may make particular decisions, execute particular documents and represent the company in specific areas. The clearer this allocation is in the company charter, the lower the risk of overlapping authority and internal disputes during the company’s operation.

Who Can Be a Legal Representative of a Company in Vietnam?

Vietnamese enterprise law does not reserve the position of legal representative exclusively for Vietnamese citizens. Whether an individual can take the role depends on the type of company, the management position that the person will hold, the company charter and other applicable legal requirements.

One issue that should be checked is whether the proposed legal representative falls within any category of persons prohibited from establishing and managing enterprises. Article 17 of the Law on Enterprises identifies several categories of persons who do not have the right to establish and manage enterprises in Vietnam. These include minors, persons whose civil act capacity is restricted or lost, persons who have difficulty in cognition or controlling their behavior, and certain other persons whose right to manage an enterprise is restricted by law, including in specific circumstances involving public officials or persons subject to certain legal proceedings or sanctions.

In addition to the eligibility of the individual, the position held by the legal representative must be consistent with the management structure applicable to the particular type of company. A company should therefore not select its legal representative simply on the basis of who is most convenient to put on the registration documents. Residency, actual management responsibilities, authority and the person’s ability to perform the representative role in practice should all be considered.

Can a Foreigner Be a Legal Representative in Vietnam?

Vietnamese enterprise law does not require a legal representative to be a Vietnamese citizen. A foreign national may therefore be appointed as the legal representative of a company in Vietnam, provided that the applicable requirements for the position and management title are satisfied.

This is particularly relevant to foreign-invested companies. A foreign investor may prefer to appoint a member of its corporate group, a senior manager or the investor directly to represent the Vietnamese company instead of transferring representative authority to another individual. When adopting this structure, however, the company should consider enterprise, employment and immigration requirements together rather than treating them as completely separate matters.

An important distinction should be made between a foreigner being eligible to be registered as the company’s legal representative and that person being legally entitled to work and reside in Vietnam. These issues are related, but they are not the same. If the foreign legal representative actually works in Vietnam, the company should determine whether that person requires a work permit or falls within a category that is not subject to a work permit under the applicable regulations. The title of legal representative alone should not be used to conclude that the individual automatically requires a work permit or is automatically exempt from one.

The same principle applies to visas and residence documentation. The appropriate immigration status needs to be determined according to the foreign national’s actual circumstances and legal status in Vietnam. For a foreign-invested company, the choice of legal representative should therefore be considered together with the investment structure, management position, employment requirements and intended residence arrangements from the company formation stage.

Does a Legal Representative Have to Reside in Vietnam?

This is particularly important for foreign investors. Under Article 12 of the Law on Enterprises, a company must at all times ensure that at least one legal representative resides in Vietnam. Where a company has several legal representatives, this does not mean that every legal representative must reside in Vietnam. However, at least one must continue to satisfy the residency requirement.

This rule has significant practical implications. A company operating in Vietnam needs to ensure that an individual with appropriate representative capacity remains available to deal with legal matters and exercise the company’s rights and obligations when necessary. If a company intends to appoint only one legal representative and that person is a foreign national who frequently travels between Vietnam and other countries, the residency requirement and arrangements for periods spent outside Vietnam should be considered from the outset.

Where the company’s management structure means that its legal representative will frequently be abroad, appointing more than one legal representative may be worth considering. However, this structure should be accompanied by a clear allocation of authority in the company charter. Otherwise, solving the residency issue may create a different governance problem in which several individuals have representative authority but the boundaries between their respective powers are unclear.

What Powers Does a Legal Representative Have in Vietnam?

Being registered as a company’s legal representative does not automatically give an individual unrestricted authority to decide every matter concerning the company. The actual scope of authority depends on the type of company, any management position concurrently held by the representative, the company charter, decisions of the owner or competent corporate bodies, and the law applicable to the particular transaction.

In the course of the company’s operations, a legal representative may act on behalf of the company in entering into and performing transactions, execute documents within the scope of his or her authority, represent the company in dealings with third parties or competent authorities, participate in dispute resolution and exercise other rights and obligations as prescribed by law. The legal representative may also have an important role in matters such as enterprise registration, changes to registered information, establishment of dependent units, banking transactions, dispute resolution or termination of operations. The exact extent of that role must nevertheless be determined according to the rules applicable to each procedure.

It would therefore be inaccurate to assume that every contract, financial statement, tax document, banking document or administrative filing must always be signed personally by the legal representative. The appropriate signatory should be determined by the relevant specialized regulations, the company charter, internal authorization arrangements and any valid power of attorney.

Establishing a clear system of authority and delegation is particularly important for foreign-invested companies, where senior managers may not be physically present in Vietnam at all times. A properly designed structure allows the company to continue operating efficiently while maintaining appropriate control over the authority granted to each individual.

What Are the Responsibilities of a Legal Representative in Vietnam?

The authority to represent a company comes with specific legal duties. Under Article 13 of the Law on Enterprises, a legal representative must exercise the assigned rights and perform the assigned obligations honestly, prudently and to the best of his or her ability in order to protect the lawful interests of the company. The legal representative must also remain loyal to the interests of the company and must not abuse his or her position, authority, information, know-how, business opportunities or other assets of the company for personal benefit or for the benefit of another organization or individual.

A legal representative is also required to notify the company promptly, fully and accurately of enterprises in which he or she, or a related person, is an owner or holds shares or contributed capital as prescribed by law. This requirement is intended to promote transparency regarding related interests and reduce the risk of conflicts of interest when the representative exercises authority on behalf of the company.

Law No. 76/2025/QH15, effective from 1 July 2025, amended Clause 2 of Article 13 of the Law on Enterprises. Under the amended provision, a legal representative bears personal responsibility in accordance with law for damage caused to the enterprise as a result of a breach of the responsibilities referred to above.

This should not be interpreted to mean that the legal representative is automatically personally responsible for every debt, violation or activity of the company. Personal liability must be assessed according to the particular conduct involved, the duty that has allegedly been breached and the legal provisions applicable to the specific circumstances. Agreeing to be named as a company’s legal representative should therefore never be treated as a purely administrative formality.

Legal Representative vs. Director in Vietnam: Are They the Same?

A legal representative and a Director or General Director are roles that may overlap, but they are not legally identical. In practice, the same individual may serve as both the Director or General Director and the company’s legal representative. A company may also assign these roles to different individuals depending on its corporate form and governance structure.

The main differences can be summarized as follows:

Criteria	Legal Representative	Director / General Director
Primary role	Represents the company in exercising rights and performing obligations within the scope provided by law and applicable authority	Manages and conducts the company’s day-to-day business operations
Must they be the same person?	No	No
Can the roles be held concurrently?	May concurrently serve as Director/General Director where permitted by the company’s structure and applicable law	May concurrently serve as the company’s legal representative
Scope of authority	Determined by law, the company charter, the management title and the company’s allocation of authority	Determined by law, the company charter, appointment arrangements and the company’s governance structure
Representation before Court or Arbitration	Has representative capacity for the company as provided by law	Does not automatically have such capacity unless also serving as legal representative or appropriately authorized
Enterprise Registration Certificate	Information on the legal representative is recorded as prescribed by law	Holding the position of Director/General Director does not by itself mean that the individual is registered as the legal representative

The key distinction lies in the individual’s actual authority rather than the title alone. A person responsible for managing day-to-day operations does not necessarily have authority to represent the company in every transaction unless that person is also the legal representative or has been appropriately authorized. Conversely, a legal representative cannot rely solely on that status to make decisions on matters that the law or company charter reserves for the company owner, Members’ Council, Board of Directors or General Meeting of Shareholders.

When designing a corporate governance structure, a company should therefore clearly identify who is responsible for management, who has representative authority and where the boundaries of each person’s powers lie. This is particularly important for foreign-invested companies, where the management team in Vietnam often needs to coordinate with a parent company or investors located overseas.

What Happens If the Legal Representative Leaves Vietnam?

Travel outside Vietnam requires particular attention where a company has only one legal representative residing in Vietnam. Under Clause 3, Article 12 of the Law on Enterprises, where only one legal representative remains resident in Vietnam and that person leaves the country, he or she must provide a written authorization to another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative. The original legal representative remains responsible for the exercise and performance of the rights and obligations that have been authorized.

A point that can easily cause confusion is that the requirement to provide authorization upon leaving Vietnam and the situation where a legal representative is absent from Vietnam for more than 30 days are separate issues. Some common scenarios can be understood as follows:

Situation	What the Company Should Consider
The company has several legal representatives and at least one legal representative continues to reside in Vietnam	The company continues to satisfy the requirement to maintain at least one legal representative residing in Vietnam
Only one legal representative residing in Vietnam remains and that person leaves Vietnam	Written authorization must be given to another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative
The legal representative has provided authorization before leaving Vietnam	The original legal representative remains responsible for the exercise and performance of the authorized rights and obligations as prescribed by law
The company has only one legal representative and that person is absent from Vietnam for more than 30 days without authorization	The company owner, Members’ Council or Board of Directors must appoint another person as the legal representative, unless otherwise provided by law
The legal representative falls within another special circumstance specified in Article 12 of the Law on Enterprises	The company should determine whether another legal representative must be appointed or substituted based on the particular circumstances

A company should therefore not assume that authorization becomes relevant only after its legal representative has been outside Vietnam for more than 30 days. Where the company has only one legal representative residing in Vietnam, the written authorization requirement needs to be addressed when that person leaves Vietnam in the circumstances prescribed by law.

For companies whose legal representative is a foreign national who travels frequently or spends substantial periods outside Vietnam, representative and authorization arrangements should be prepared in advance. Waiting until a contract needs to be signed, an administrative procedure needs to be completed or another urgent transaction arises before checking authority can cause unnecessary disruption to the company’s operations.

When Does a Company Need to Change Its Legal Representative?

A company may change its legal representative for a variety of reasons during its operation. These may include restructuring the company’s governance, replacing a senior manager, appointing a new person nominated by an overseas parent company, or simply determining that the existing representative is no longer suitable for the company’s operational structure.

For limited liability companies and joint stock companies, changing the legal representative is not merely an internal corporate decision. The company must also complete the relevant registration procedure with the provincial-level Business Registration Authority where its head office is located. The required documentation and the corporate body authorized to approve the change depend on the type of company and the particular circumstances.

Under Decree No. 168/2025/ND-CP on enterprise registration, an application for a change of legal representative includes the prescribed application for registration of the change and the relevant resolution or decision of the company owner or competent corporate body, depending on the type of company and circumstances. The company should therefore identify the correct decision-making authority before preparing the application rather than using the same set of corporate documents for every type of company.

In practice, receiving an updated Enterprise Registration Certificate should not necessarily be treated as the end of the process. Depending on the company’s operations, it may also be necessary to review the company charter, appointment decisions, internal authorization arrangements, banking records, digital signatures, tax information, sector-specific licenses, contracts and other systems or documents that continue to contain information about the former legal representative.

How Should Foreign Investors Choose a Legal Representative in Vietnam?

For foreign investors, the key question is not simply who is legally eligible to be named as the representative, but which structure best suits the way the company will actually operate in Vietnam. An arrangement that is convenient during the investment licensing and company registration process may not remain convenient once the company begins signing contracts, expanding its operations, dealing with banks or managing a senior executive who frequently travels overseas.

If the company appoints only one legal representative and that person spends significant periods abroad, the residency requirement and authorization mechanism need careful consideration. If several legal representatives are appointed, the company charter should clearly divide their respective powers to avoid overlapping authority. Where the representative is a foreign national who actually works in Vietnam, employment and residence requirements should also be reviewed. If the representative concurrently serves as Director or General Director, the scope of executive and representative authority should be structured consistently with the powers reserved for the company owner, members or shareholders.

Instead of asking only “Who can be our legal representative in Vietnam?”, foreign investors should consider the more practical question: “Who should be our legal representative, and how should that person’s authority be structured?” Addressing this question properly from the outset can help the company establish a governance structure that works in practice and reduce the need to amend registrations or reorganize authority after operations have already begun.

Green NRJ Support for Legal Representatives in Vietnam

A legal representative in Vietnam is more than a name entered in a company registration application. The choice can directly affect corporate governance, signing authority, residency requirements and the company’s ability to operate effectively. For foreign investors, selecting an appropriate structure from the beginning can also reduce complications involving employment, immigration and authorization once the company is operational. Green NRJ assists investors in structuring representative authority, preparing company establishment or amendment applications, and handling related procedures so that their businesses can establish and maintain operations in Vietnam in accordance with applicable regulations.