Legal Representative of an Enterprise: Who, Rights, and Duties

Quick answer: Under Clause 1, Article 12 of the Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15), the legal representative of an enterprise is the individual representing the enterprise in exercising rights and obligations arising from the enterprise’s transactions, and representing the enterprise as the petitioner in civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration and Courts.

Who is the legal representative of an enterprise?

The legal representative of an enterprise includes: the Chairman of the Members’ Council (multi-member LLC), the Company Chairman (single-member LLC), the Chairman of the Board of Directors (joint-stock company), or the Director/General Director as provided in the company Charter. LLCs and joint-stock companies may have one or more legal representatives; the company Charter specifies the number, managerial titles, and the rights and obligations of each.

Responsibilities of the legal representative

The legal representative must exercise rights and obligations honestly, carefully, and in the best manner to ensure the lawful interests of the enterprise; be loyal to the interests of the enterprise; and not abuse their position or use the enterprise’s information, know-how, business opportunities, or other assets for personal gain or for the benefit of other organizations or individuals.

Applicable legal basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law No. 76/2025/QH15: Articles 12, 13, and 14 (Article 13 amended by Law 76/2025 — the substance on legal representatives remains unchanged in principle).

Note on Applying Current Legal Regulations

This article is part of the Business & M&A Knowledge series and is presented for reference purposes, helping readers understand the legal issue at a general level before preparing documents or entering into transactions.

Legal regulations may change depending on timing, locality, document type, and specific circumstances. If you need to determine the exact legal basis applicable to your file, please contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common Risks to Note

• Applying an outdated, amended, or replaced legal instrument.
• Preparing incomplete dossiers, documents, or evidence.
• Misunderstanding the conditions, procedures, time limits, or competent authorities.
• Signing, filing, or entering into transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal supports reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling options, and representing clients in dealings with individuals, organizations, or competent authorities when necessary.

For prompt advice, please contact our lawyers at 0966.475.966.

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