Quick summary: When establishing or operating a company in Vietnam, foreign investors should clearly understand who can act as a legal representative, how many legal representatives a company can have, the residence requirement in Vietnam, the legal responsibilities of a representative, and practical issues for foreign representatives such as electronic identification, temporary residence cards, and work permits.
From a recent discussion with the owner’s representative of a foreign-invested company in Vietnam, we noted that the role, residency requirements, scope of responsibility, and legal risks of the legal representative remain common concerns for foreign investors when setting up and operating a business in Vietnam.
In practice, the legal representative not only signs documents, contracts, or works with state authorities, but also represents the company in many important transactions and legal obligations. The selection, appointment, and management of this role should be carefully considered, from the company establishment stage and throughout its operation.
This article by BLawyers Vietnam describes 04 common groups of issues regarding legal representatives of companies in Vietnam, particularly from the perspective of foreign investors, foreign-invested enterprises, and companies preparing to establish their enterprise, restructure their governance, or appoint foreigners to management positions in Vietnam.
1. Is the legal representative required to be the owner, capital-contributing member, or shareholder?
The short answer is no. The legal representative of an enterprise in Vietnam is not required to be the owner, a capital-contributing member, or a shareholder of the company. This is an important point for foreign investors when designing the governance and operating structure of a business in Vietnam.
(i) Under the Law on Enterprises 2020, as amended in 2025 (“LOE 2020”), the legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and performing the obligations arising from the enterprise’s transactions. This person also represents the enterprise as the requester in civil matters, claimant, defendant, or person with related rights and obligations before arbitration or courts, and exercises other rights and obligations as provided by law.
In other words, this is the person who “stands in the company’s name” in many important legal activities and transactions. However, current law does not require the legal representative to also be the owner, capital-contributing member, or shareholder of the enterprise. The person can be Vietnamese or foreign, if they meet the basic requirements on civil legal capacity and civil act capacity under Vietnamese law.
Therefore, in practice, a company can appoint or hire another individual to act as its legal representative, depending on its governance needs, operating structure, and level of internal control.
(ii) Regarding title, the legal representative of an enterprise in Vietnam usually holds one of the following key management positions:
- For a limited liability company: Company President, Chairperson of the Members’ Council, Director, or General Director. If the company charter does not provide otherwise, the Chairperson of the Members’ Council or the Company President will be the company’s legal representative.
- For a joint stock company: Chairperson of the Board of Directors, Director, or General Director. If the charter does not provide otherwise, the Chairperson of the Board of Directors will be the company’s legal representative. If the company has more than one legal representative, the Chairperson of the Board of Directors and the Director or General Director are automatically the company’s legal representatives.
The specific title of the legal representative will be determined based on the type of enterprise, management structure, and company charter. If the charter does not clearly provide for this, the LOE 2020 will apply the default mechanism to determine the enterprise’s legal representative.
(iii) Because information about the legal representative is recorded in the Enterprise Registration Certificate, the company can change its legal representative by registering an amendment to the Enterprise Registration Certificate with the competent business registration authority.
For foreign investors, choosing a legal representative is not only a technical item in the company establishment file. It is also an important operational and governance decision, because the legal representative may directly affect contract signing, dealings with state authorities, bank account operations, dispute handling, and the company’s legal obligations in Vietnam.
2. Can a company in Vietnam have more than one legal representative?
The short answer is yes; a company may have one or more legal representatives. However, the enterprise must ensure that at least one legal representative resides in Vietnam. This requirement is highly practical for foreign investors, especially if the representative frequently travels among countries or has not completed residence procedures in Vietnam.
(i) Number of legal representatives: For foreign investors, limited liability companies and joint stock companies are the two common forms chosen when setting up a company in Vietnam. Under the LOE 2020, both types may have one or more legal representatives as provided in the company charter.
(ii) Presence requirement in Vietnam: The law does not require the legal representative to always be present in Vietnam. However, the enterprise must always ensure that at least one legal representative resides in Vietnam. If the enterprise has only one legal representative residing in Vietnam and this person leaves Vietnam, that person must authorize another individual residing in Vietnam in writing to perform the rights and obligations of the legal representative. This authorization does not end the legal representative’s responsibility for the authorized rights and obligations. Accordingly, the following cases should be noted:
- If the legal representative is absent and the authorization period has expired, but the legal representative has not returned to Vietnam and has not made another authorization, the authorized person will continue to perform the legal representative’s rights and obligations until the legal representative returns to work at the company or until the company owner, Members’ Council, or Board of Directors appoints another person as the enterprise’s legal representative.
- If the legal representative is absent from Vietnam for more than 30 days without authorizing another person, or falls into any of the following cases: death, missing status, involvement in a criminal case (held in custody, prosecuted, or serving a prison sentence), or being subject to administrative or judicial decisions (prohibited from holding a position, practicing a profession, or having to comply with an administrative decision, etc.), the company owner, Members’ Council, or Board of Directors must appoint another person as the company’s new legal representative.
- In addition, the following terms should be noted to ensure compliance with the presence requirement:
- The phrase “absent from Vietnam for more than 30 days” should not be understood to mean that every legal representative of the company must return to Vietnam within 30 days. This limit applies only when the company has only one legal representative residing in Vietnam and that person leaves Vietnam for more than 30 days without authorizing another individual in the cases mentioned in items a and b above.
- The phrase “residing in Vietnam” in this context should not be understood in the same way as the term “resident individual” used to determine personal income tax obligations under the Law on Personal Income Tax, who meets one of the following conditions: (1) being present in Vietnam for 183 days or more in a calendar year or in 12 consecutive months from the first day of presence in Vietnam; or (2) having a regular place of residence in Vietnam, including a registered permanent residence or a rented house in Vietnam under a fixed-term lease agreement.
Therefore, if the legal representative is a foreigner or frequently travels between countries, the enterprise should consider the representative structure, authorization mechanism, visa, work permit, and personal income tax obligations together. A suitable representative mechanism designed from the beginning will help the enterprise avoid disruption in signing documents, operating bank accounts, submitting filings, and working with state authorities in Vietnam.
3. Must the legal representative reside or always be present in Vietnam?
The legal representative not only has the authority to sign and represent the enterprise but may also bear personal liability if they fail to properly perform their assigned obligations. Under the LOE 2020, the legal representative has the following key responsibilities:
(i) Performing assigned rights and obligations honestly, carefully, and in the best way to protect the enterprise’s lawful interests;
(ii) Being loyal to the enterprise’s interests; not to abuse their position or title, and not to use the enterprise’s information, know-how, business opportunities, or other assets for personal benefit or for the benefit of another organization or individual;
(iii) Notifying promptly, fully, and accurately the enterprise of any enterprise owned by the legal representative or their related person, or in which they or their related person holds shares or capital contribution, as required by the LOE 2020.
4. What should a foreigner acting as the legal representative be aware of regarding electronic identification, temporary residence cards, and work permits?
For foreign-invested enterprises in Vietnam, appointing a foreigner as the legal representative should be considered not only from an internal governance perspective, but also in light of practical requirements relating to electronic administrative procedures, residence, work permits, and the scope of concurrent positions.
(i) First, requirements on electronic identification and temporary residence cards:
- Vietnamese law requires an enterprise to have an electronic identification code. To do this, the enterprise’s legal representative must have a level-2 electronic identification account. The legal representative then uses this level-2 account to log in to the national identification application, provide the enterprise’s information, and submit a request for an enterprise identification account after obtaining the consent of all legal representatives of the enterprise, if the enterprise has more than one legal representative.
- This requirement is not difficult for a Vietnamese legal representative, but it requires a foreign legal representative to first have a temporary residence card before carrying out electronic identification procedures. However, except where a foreigner is issued a temporary residence card due to marriage with a Vietnamese citizen, the issuance of a temporary residence card generally requires the enterprise to carry out administrative procedures through the organization’s electronic identification account. This may create a practical obstacle for an enterprise that has only one legal representative who is a foreigner.
(ii) Second, work permits. Not every foreign legal representative is required to obtain a work permit. Some cases may be exempt from work permit requirements, for example:
- Being the owner or capital-contributing member with a capital contribution value of VND 3 billion or more in a limited liability company.
- Being the Chairperson of the Board of Directors or a member of the Board of Directors with a capital contribution value of VND 3 billion or more in a joint stock company.
Suggestion for foreign investors: Before appointing a legal representative in Vietnam, the enterprise should review the company charter, signing authority, authorization mechanism, residence conditions, work permit/temporary residence card status, and ability to use electronic identification accounts to avoid operational interruptions.
Legal support from BLawyers Vietnam
If foreign investors are establishing a company in Vietnam, changing a legal representative, appointing a foreigner to a management position, or reviewing the enterprise’s representation mechanism, BLawyers Vietnam can support legal risk assessment and propose solutions suitable for actual operational needs through the following services:
- Advising on conditions and procedures, and preparing documents for registering/ changing the enterprise’s legal representative;
- Advising on conditions and procedures, and preparing documents for issuance, re-issuance, or extension of work permits, or certificates confirming that a foreign legal representative of an enterprise in Vietnam is not subject to work permit requirements;
- Advising on conditions and procedures, and preparing documents for issuance, re-issuance, or extension of temporary residence cards for foreign legal representatives of enterprises in Vietnam;
- Supporting work with state authorities on related matters.
The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.
Date: 04 August 2026
Writers: Chau Dang & Trang Le
