Company charter in Vietnam: required contents, who signs, amendment and legal effect

What is a company charter in Vietnam and is it mandatory?

A company charter in Vietnam is the set of rules by which a company is organised, managed and run: the contributors sign it at registration, and an amended charter is signed mainly by the company's legal representative (Clauses 3 and 4, Article 24 of the Law on Enterprises). Readers from common-law systems will recognise the function of articles of association or bylaws; the Law on Enterprises provides for one charter, not a memorandum plus articles, and does not define the term in Article 4. Clause 1, Article 24 says only that the charter consists of the charter filed at registration and the charter as amended and supplemented during operation. This entry follows the Law on Enterprises 59/2020/QH14 as amended by Law 76/2025/QH15, checked against consolidated text 67/VBHN-VPQH; Article 24 is not among the articles amended by Law 03/2022/QH15 or Law 76/2025/QH15. The 2014 Law on Enterprises ceased to apply on 1 January 2021 (Clause 2, Article 217).

The dossier of a partnership, an LLC and a JSC each includes the charter (Clause 2, Articles 20, 21 and 22); a private enterprise (Article 188) files none (Article 19). After registration the company must keep the charter at its head office or at the place named in the charter (Article 11). Failing to keep company documents as required is fined VND 40 to 70 million for an organisation, and half that for an individual (Points d and e, Clause 2, Article 52 of Decree 122/2021/ND-CP, read with Clause 2, Article 4). The fine level and Point e come from Decree 288/2026/ND-CP, effective on its signing date, 21 July 2026. Applying this to the charter is LexData's reading: Article 11 lists the charter among the documents to keep, while the fine provision speaks of "company documents as required".

How does a company charter differ from charter capital, internal rules and a shareholders' agreement?

On capital, see charter capital in Vietnam. LexData searched the full text of the Law on Enterprises 59/2020/QH14 and Law 76/2025/QH15 and found no provision on shareholders' agreements. The Law does not regulate them, although they are widely used in joint ventures and investments, so such an agreement operates as an ordinary civil contract: it binds the signatories (Clause 2, Article 401 of the Civil Code) and is void if it breaches a statutory prohibition (Articles 123 and 407). Because a contract binds only its parties, the company and its managers are normally not bound directly unless they sign (an inference from Article 401, not a stated rule). The Law also gives no order of priority if an agreement and the charter conflict, so the two should be checked against each other; any term that must work inside the company's organs should be written into the charter, within what the law allows.

What must a company charter in Vietnam contain, and who signs it?

The 13 groups of main contents

For a company charter in Vietnam the law speaks of "main contents", not "mandatory contents". It is still prudent to cover all of them, because LexData found no rule that lets a group be omitted.

Vietnamese lettering of points runs a, b, c, d, dd, e, g, h, i, k, l, m, n; "dd" stands for the letter d with a stroke. The law leaves further questions to the charter in other articles, and a good charter answers them:

• Buy-back price. Market price, or a price set by the principle in the charter (Clause 3, Article 51; Clause 2, Article 132).
• Term of operation. Expiry of the term stated in the charter without extension is a ground for dissolution (Point a, Clause 1, Article 207); see company dissolution in Vietnam.
• Share transfer limits. A restriction in the charter takes effect only if it is stated on the share certificate (Clause 1, Article 127).
• Disputes. The charter must state the principle for resolving internal disputes (Point h, Clause 2, Article 24); the law lets a shareholder ask a court or an arbitrator to cancel a resolution (Article 151). If arbitration is chosen, see commercial arbitration in Vietnam.

LexData found no state-issued model charter for non-public companies in the Law on Enterprises or Decree 168/2025/ND-CP. Public and listed companies also follow securities law, because a special law prevails where it has specific rules (Article 3); that is outside this entry.

Who signs the charter at registration and on amendment

• JSC without founding shareholders. A JSC converted from a state enterprise or an LLC, or created by division, separation, merger or consolidation from another JSC, need not have founding shareholders; the charter is then signed by the legal representative or the ordinary shareholders (Clause 1, Article 120).
• Foreign corporate members. The dossier needs the document appointing the authorised representative (Point b, Clause 4, Articles 21 and 22), so settle who signs before drafting.
• Changing the legal representative. For a JSC, the dossier for changing the legal representative must include a General Meeting resolution if the change alters the charter content, or a Board resolution if the change alters nothing in the charter except the representative's personal details and signature (Point b, Clause 1, Article 43 of Decree 168/2025/ND-CP). That provision sits among the documents for the registration dossier; the internal power to decide follows the Law on Enterprises and the charter. See legal representative in Vietnam.

How is a company charter in Vietnam amended, and what vote is needed?

The power to amend lies with the owner of a one-member company (Point a, Clause 1, Article 76), the Members' Council (Point k, Clause 2, Article 55) and the general meeting of shareholders (Point dd, Clause 2, Article 138).

Quorum. These thresholds are counted on the votes of members present (LLC) or of shareholders attending and voting (JSC), so the minimum attendance matters too. An LLC meeting proceeds when members present hold at least 65% of charter capital; at the second meeting at least 50%; the third meeting does not depend on attendance (Article 58). A JSC meeting proceeds when shareholders present represent more than 50% of total votes; at the second meeting at least 33%; the third does not depend on attendance (Article 145). The charter may provide otherwise. Arithmetically, a second or third meeting can adopt an amendment with a much lower share of total capital than the figures in the table, so minority holders should watch meeting notices.

A point that is easy to get wrong. The 65% group in Clause 1, Article 148 has no heading for "amending the charter", so in a JSC an ordinary amendment needs only more than 50%; an amendment that changes share classes, business lines or management structure, or reorganises or dissolves the company, falls in the 65% group. On LexData's reading, the last item of Clause 1 ("other matters specified by the charter") lets a charter add further matters to the 65% group. The law lets the charter set other ratios but states no floor or ceiling, so it is unclear whether a ratio below the default is valid.

The sequence to follow:

1. Meet and adopt a resolution. A charter amendment must be voted at a meeting unless the charter allows another form (Point a, Clause 2, Article 59; Point a, Clause 2, Article 147). The resolution takes effect on adoption or on the date it states (Clause 1, Articles 62 and 152).
2. Watch the buy-back right. An LLC member who voted against an amendment of charter provisions on members' or the Council's rights and duties may demand that the company buy back the contribution, by written request within 15 days (Article 51). A JSC shareholder who voted against a resolution changing shareholders' rights and duties set out in the charter may demand a buy-back, by request within 10 days (Article 132).
3. Prepare the amended charter, signed by the right person (Clause 4, Article 24).
4. Align the registration, according to what changed:
   • A content item of the ERC (name, address, legal representative, members, charter capital; Article 28) must be registered within 10 days (Clauses 1 and 2, Article 30).
   • Business lines are not on the ERC; a change of business lines is a notice, also within 10 days (Point a, Clause 1 and Clause 2, Article 31; Article 49 of Decree 168/2025/ND-CP).
   • A change only inside the charter: the texts are not clear and can be read two ways. First, the charter is part of the registration dossier (Clause 2, Articles 20, 21 and 22), so an amendment is a change in "other contents of the registration dossier" to be notified within 10 days (Point d, Clause 1 and Clause 2, Article 31), or an update under Article 57 of Decree 168/2025/ND-CP. Second, the change dossiers in Decree 168 (including Articles 43 and 44) do not list an amended charter. Ask the registration office where the company has its head office.
   • Late filing: if the amendment falls within registration or notification of changes, a late filing is fined under Article 44 of Decree 122/2021/ND-CP (as amended by Article 2 of Decree 288/2026/ND-CP): a warning for 1 to 10 days late, VND 10 to 20 million for 11 to 30 days late, and higher fines for longer delay or no filing; these fines apply to organisations (Clause 2, Article 4).

Who is bound by the charter, and what if a clause breaches the law?

Inside the company, a company charter in Vietnam binds the following.

A resolution that breaches the charter can be challenged. In a JSC, a shareholder or group holding at least 5% of ordinary shares (or a lower ratio set by the charter) may ask a court or an arbitrator to cancel it within 90 days of receiving the resolution or the minutes, where the procedure seriously breached the Law and the charter, or the content breaches the law or the charter (Article 151; Clause 2, Article 115). In an LLC with two or more members, the threshold is a member or group holding at least 10% of charter capital (or a lower ratio set by the charter), who may ask a court to cancel within 90 days of the end of the meeting (Point d, Clause 2, Article 49). Until a cancellation decision takes effect the resolution stays effective (Clause 3, Article 62; Clause 3, Article 152). A resolution adopted by 100% of the capital or voting shares remains valid even if the procedure was defective (Clause 2, Article 62; Clause 2, Article 152).

Toward third parties the rules sit in the Civil Code. A representative may deal only within the scope of authority, and one source of that scope is the charter of the legal entity (Point b, Clause 1, Article 141). A transaction beyond that scope creates no rights or duties for the company for the excess part unless the company agreed, knew and did not object within a reasonable time, or was at fault in leaving the other side unaware (Clause 1, Article 143). A counterparty that knew or should have known of the excess cannot require the representative to perform the excess part and has no right to cancel and claim damages (Clauses 2 and 3, Article 143). If the charter does not divide the powers of several legal representatives, each has full authority toward third parties (Clause 2, Article 12). A counterparty should therefore ask to see the charter before signing, as in due diligence. Ordinary shareholders may inspect, extract or copy the charter (Point e, Clause 1, Article 115); Article 32 does not include the charter among the contents published on the National Business Registration Portal, so an outsider who wants to read it should ask the company.

Clauses contrary to law. LexData found no general provision in the Law on Enterprises declaring a charter clause void for breaching the law, and none tying the effectiveness of the first charter to the date the ERC is issued, although some websites say so. A company charter in Vietnam should only vary what the law leaves open, usually signalled by phrases such as "unless the charter provides otherwise" or "the specific ratio is set by the charter". Where the law is fixed, as with the rule that a company must always have a legal representative residing in Vietnam (Clause 3, Article 12), a contrary clause risks being set aside in a dispute.

Company charter in Vietnam for foreign-invested companies: language, IRC and veto rights

The texts reviewed contain no separate charter regime for foreign-invested companies: dossier and procedure for forming an economic organisation follow business law (Clause 3, Article 72 of Decree 96/2026/ND-CP). The differences lie in four areas; see also FDI company in Vietnam.

• Language. The registration dossier is in Vietnamese. A foreign-language document must come with a Vietnamese translation, which from 23 July 2026 must carry a certified translator signature rather than be notarised (Clause 2, Article 10 of Decree 168/2025/ND-CP, amended by Article 19 of Decree 296/2026/ND-CP). A dossier received but not yet approved before that date is still handled under Decree 168/2025/ND-CP (Clause 2, Article 20 of Decree 296/2026/ND-CP). Where a document is bilingual, the Vietnamese text is used for the procedure (Clause 3, Article 10). The texts reviewed do not say which version prevails internally, so state the rule in the charter itself.
• IRC, business lines and term. If the company is formed before the IRC, it must complete the IRC procedure within 12 months of formation, and additional investment and business lines can be added to the ERC only after the IRC is issued (Clause 4, Article 72 of Decree 96/2026/ND-CP); the charter follows. A project may also end under conditions in the contract or the enterprise charter (Point b, Clause 1, Article 36 of Law on Investment 143/2025/QH15), so the term of operation and dissolution clauses should match the IRC.
• Voting ratios and vetoes. The law leaves many ratios to the charter (Clause 3, Article 59; Clauses 1 and 2, Article 148), so a foreign investor can negotiate higher thresholds for reserved matters (in practice often called veto rights). Whether a ratio can be set below the default is unclear.
• Beneficial ownership. When control is used to identify the beneficial owner, Decree 168/2025/ND-CP lists the power to amend the charter among the controlling rights (Clause 2, Article 17, amended by Article 3 of Decree 296/2026/ND-CP); see beneficial owner in Vietnam.

Checklist for drafting or reviewing a company charter in Vietnam, and what to avoid

1. Identify the signatories under Clause 3, Article 24 and prepare the appointment document if a member is a company.
2. Cover all 13 groups in Clause 2, Article 24 and do not reuse a template or another company's charter without review. Match every figure to the registration dossier and the member or shareholder list; mismatches are the easiest error after a change of capital, legal representative or address.
3. State the number, titles, powers and signing limits of each legal representative; if there are several, say how powers are divided (Clause 2, Article 12).
4. Fix voting ratios, quorum and meeting formats; decide whether to keep the statutory default. Do not mix up 75% for a multi-member LLC with 65% or more than 50% for a JSC, and do not leave the point blank so that the default applies unexpectedly.
5. Set the buy-back pricing principle, term of operation, share transfer limits (also printed on certificates, Clause 1, Article 127) and dispute forum.
6. For foreign-invested companies, align with the IRC, prepare a compliant translation, state which language prevails and keep the two versions identical, since the registry reads only the Vietnamese text.
7. Compare any shareholders' agreement with the charter.
8. After every change of capital, legal representative, address or business line: amend the charter; register the change (capital, legal representative, address) or notify it (business lines) within 10 days; keep old and new versions.

Related services: amending the IRC and ERC when a charter change accompanies a registration change, and company formation for foreign investors when drafting a first charter.