What is a legal representative in Vietnam? Who can serve, duties and absences

What is a legal representative in Vietnam?

A legal representative is the individual who acts in the company's name in transactions and appears for it before an arbitrator or court. Clause 1, Article 12 of the Law on Enterprises 59/2020/QH14 defines it as the individual who represents the company in the rights and obligations arising from its transactions, represents it as applicant in civil matters, plaintiff, defendant or person with related rights and obligations before an arbitrator or court, and holds other rights and duties under law. For legal entities in general, the Civil Code 2015 describes the representative as a person appointed under the charter, a person with representative authority under law, or a person appointed by the court in proceedings (Clause 1, Article 137).

On legal effect: a civil transaction made by the representative with a third party within the scope of representation creates rights and obligations for the company (Clause 1, Article 139 of the Civil Code). The person's details, namely name, contact address, nationality and legal document number, appear on the Enterprise Registration Certificate for limited liability and joint stock companies (Clause 3, Article 28), so a change of representative is a change to the company's registration.

Three kinds of "representative" are often confused:

Who is the legal representative in Vietnam for each type of company?

The law does not appoint one person for every company. It lists the titles that can carry the role, leaves the choice to the charter and sets a default when the charter is silent.

A partnership is organised around its general partners and is outside the scope of this entry.

Two practical points when drafting the charter:

• Number and division of powers. Limited liability and joint stock companies may have one or more representatives; the charter must set the number, titles, rights and duties of each (Clause 2, Article 12). If it does not divide them clearly, each representative is fully authorised toward third parties, and all are jointly liable for loss caused to the company. For a company with several representatives, limits such as a signing cap or contract types needing two signatures should be written into the charter.
• The role follows a management title. The representative holds a management title, so when they leave that title the role needs to be dealt with at the same time, to avoid an Enterprise Registration Certificate that names someone who no longer holds the title.

Who can and cannot be a legal representative in Vietnam?

Conditions. The legal representative must be an individual (Clause 1, Article 12). Persons in the cases listed in Clause 2, Article 17 have no right to establish or manage a company. The legal representative role is a management title (see the table above and Clause 24, Article 4), so those persons cannot hold it. The list covers:

• state agencies and armed forces units using state assets to set up a business for their own profit;
• cadres, civil servants and public employees, except where allowed under the law on science, technology, innovation and national digital transformation (point b, Clause 2, as amended by Article 1 of Law 76/2025/QH15);
• officers, non-commissioned officers, professional soldiers, defence workers and employees, and officers, professional non-commissioned officers and workers of the public security forces, except persons appointed to represent state capital;
• leaders and professional managers in state-owned enterprises under point a, Clause 1, Article 88, except persons appointed to represent state capital in another company;
• minors; persons with restricted or no civil capacity; persons with difficulty in perception or controlling behaviour; organisations without legal entity status;
• persons being prosecuted, detained or serving a prison sentence, subject to an administrative measure at a compulsory detoxification or education facility, or banned by a court from holding a position, practising or doing certain work; and other cases under the law on bankruptcy and the Anti-Corruption Law (point e, Clause 2, as amended by Law 76/2025/QH15). The 2014 Bankruptcy Law ceased to be in force on 1 March 2026 and was replaced by the Law on Restructuring and Bankruptcy No. 142/2025/QH15 (Clause 2, Article 87). The ban on holding a position after a bankruptcy declaration is now in Article 84 of that law: three years from the date of the court declaration, applying to office holders in wholly state-owned enterprises and to representatives of state capital (Clauses 1 and 2), while managers of other enterprises are barred only if the judge so decides because of intentional breaches (Clause 3), with exclusions such as force majeure (Clause 4).

Residency in Vietnam. The company must ensure there is always at least one legal representative residing in Vietnam (Clause 3, Article 12).

Nationality and work permits. In the provisions checked, the Law on Enterprises does not limit the nationality of the legal representative. A foreigner in the role must still be tested under labour rules: a work permit under Decree 219/2025/ND-CP or an exemption. The exemption covers an owner or capital-contributing member of a limited liability company, and the Chairperson or a member of the board of a joint stock company, with capital contribution of VND 3 billion or more (Clauses 2 and 3, Article 7); below VND 3 billion a work permit is still needed (point l, Clause 1, Article 2). A Director who holds no capital in the company does not fall within the two exemptions above. See the service on work permits for foreigners.

What are the duties of a legal representative in Vietnam?

Article 13 of the Law on Enterprises sets three duties:

1. Exercise the assigned rights and duties honestly, prudently and to the best of their ability so as to protect the company's lawful interests.
2. Be loyal to the company's interests; not abuse position or use the company's information, know-how, business opportunities or other assets for personal gain or for the benefit of others.
3. Promptly, fully and accurately tell the company about any enterprise that they or their related persons own or hold shares or capital in.

If these duties are breached, the representative is personally liable under law for loss to the company (Clause 2, Article 13, as amended by Law 76/2025/QH15). Where there are several representatives and the charter does not divide powers, the liability is joint (Clause 2, Article 12).

Toward third parties. A transaction within the scope of representation binds the company (Clause 1, Article 139 of the Civil Code). If the signer has no authority or exceeds it, the transaction creates no rights or obligations for the company, unless the company ratified it, knew and did not object within a reasonable time, or was at fault in leading the other party not to know that the signer lacked authority; the signer must then still perform toward the counterparty, unless the counterparty knew or should have known of the lack of authority (Clauses 1 and 2, Article 142 for a signer with no authority; Article 143 for the part beyond the scope of representation). That is why counterparties often ask to see the charter and the Enterprise Registration Certificate before signing a large contract.

What if the legal representative is absent, leaves Vietnam or is replaced?

Registering the change. Changing the legal representative changes the content of the Enterprise Registration Certificate (Clause 3, Article 28). The company must register within 10 days of the change; the business registration authority issues a new certificate within 3 working days of receiving the file (Clauses 2 and 3, Article 30).

From 23 July 2026, Decree 296/2026/ND-CP amends Clause 5, Article 12 of Decree 168/2025/ND-CP: the authorising person and the authorised person filing the file must complete electronic authentication when registering the establishment of a company, a change of legal representative, a change of owner or member of a limited liability company and certain other changes. If they do not yet have an electronic identification account, the file must attach a copy of a valid Citizen Identity Card, ID card, passport or foreign passport of the authorising person. Article 2 of Decree 296/2026/ND-CP sets no separate rollout schedule for electronic authentication. As of 28 September 2026 LexData had found no separate rollout announcement for a change of legal representative on the National Business Registration Portal; confirm with the business registration office where you file. See the summary of Decree 168/2025/ND-CP.

Suspending business. The notice of suspension must state the phone number and email of the legal representative (point a, Clause 2, Article 60 of Decree 168 as amended). For companies notifying a suspension from 23 July 2026, within 5 working days after the notified suspension ends the legal representative must confirm that business has resumed and undertake that all business registration duties have been met (Clause 8, Article 60; Clause 2, Article 21 of Decree 296).

Fines for late or missing registration of a change. Under Article 44 of Decree 122/2021/ND-CP as amended by Decree 288/2026/ND-CP (in force from 21 July 2026), the amounts below are for organisations; an individual pays half:

What is a legal representative in Vietnam for FDI companies and buyers in M&A?

Three points are often missed by FDI companies:

1. Residency and travel. Many FDI companies have a single representative, a foreigner who travels often. When that person is the only resident representative and leaves Vietnam, a written authorisation to a Vietnam resident is required (Clause 3, Article 12). Consider appointing a second legal representative who resides in Vietnam, and write each person's signing limits into the charter.
2. Representative and work permit. Naming a foreigner as legal representative does not by itself settle the work permit. Check whether the person falls within the exemption (capital contribution of VND 3 billion or more as owner, member or board member) or needs a permit (see Decree 219/2025/ND-CP above).
3. After an M&A deal. A change of owner often means replacing the representative. That is a 10-day registration, so add it to the post-closing timetable together with the beneficial owner information. Note that if no one meets the ownership or control tests, Decree 168 as amended requires the manager with the greatest authority to be declared (Clause 3, Article 17), often the legal representative. See also what is due diligence in Vietnam on reviewing the charter and signing authority.

Related services: amending the investment registration certificate and enterprise registration and legal retainer for companies in Vietnam.

The company charter sets out the rights and duties of the legal representative and how many there are; see what a company charter is in Vietnam.

Legal representative checklist

1. Check the charter: number, titles, rights and duties of each representative, and whether there are signing limits.
2. Make sure there is always at least one legal representative residing in Vietnam.
3. For a representative who often leaves Vietnam: have a second representative or a valid written authorisation to a Vietnam resident.
4. Check that each person is not in the cases barred from managing a company under Clause 2, Article 17.
5. For a foreigner: confirm the exemption or obtain a work permit before the appointment.
6. When replacing a person: have the resolution or decision of the owner, members' council or board; register within 10 days; prepare electronic authentication for the person filing.
7. After the change, tell the bank, tax authority and main counterparties about the new signer and check the new certificate.
8. When suspending business: put the representative's phone and email in the notice, and diarise the confirmation of resumption within 5 working days.

Common mistakes

• Letting the only representative leave Vietnam without a written authorisation, leaving the company with no valid representative in Vietnam.
• A charter that names several representatives without dividing powers, so each is fully authorised toward third parties and all share liability.
• Assuming the legal representative is always the director, and not checking the titles in the charter at appointment.
• Confusing the legal representative with the authorised representative of a corporate shareholder (Article 14): two different roles with two different procedures.
• Registering the change more than 10 days late, even though the old person has left or the new person has started signing.
• Appointing someone barred from managing a company, such as a person being prosecuted or a civil servant outside the exceptions.