Tiếng Việt
中文The Director of a subsidiary may not serve as the Head of a foreign trader’s representative office in Vietnam if the Director is also the legal representative of the subsidiary. Under Point d, Clause 6, Article 33 of Decree No. 07/2016/ND-CP, the head of a foreign trader’s Representative Office must not concurrently hold the position of legal representative of an economic organization established under Vietnamese law — and a subsidiary is an economic organization established under Vietnamese law.
1. Which positions may the head of a Representative Office not concurrently hold?
Under Clause 6, Article 33 of Decree No. 07/2016/ND-CP, the head of a Representative Office of a foreign trader must not concurrently hold: (a) head of a Branch of the same foreign trader; (b) head of a Branch of another foreign trader; (c) legal representative of that or another foreign trader; (d) legal representative of an economic organization established under Vietnamese law. Similarly, Clause 8, Article 33 prohibits the head of a Branch from concurrently holding the corresponding positions.
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2. May the subsidiary’s Director serve as the Head of the representative office?
- Where the Director is the legal representative of the subsidiary (common under charters): may not serve as the Head of the representative office — violating Point d, Clause 6, Article 33.
- Where the Director is not the legal representative (only an appointed manager, with the legal representative being another person): may serve as the Head of the representative office, as it does not fall within the prohibited concurrent positions.
- The subsidiary’s Enterprise Registration Certificate should be checked to determine who the legal representative is before appointment.
3. Consequences of violating the concurrent-position rules
Appointing a head of a Representative Office in violation of the concurrent-position rules may lead to: refusal to issue or adjust the License; administrative penalties in the commercial field; and in serious cases, revocation of the License for establishment of the Representative Office. Foreign traders should review the qualifications of the proposed appointee before filing.
Notes on applying current legal provisions
This article is presented for reference purposes, helping readers understand the legal issue at a general level. Determining the legal representative depends on the Enterprise Registration Certificate and the charter of each company. Where advice is needed, please contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.
Common risks to watch for
- Appointing the Director (who is the legal representative) as the Head of the Representative Office.
- Failing to check the Enterprise Registration Certificate before appointment.
- Confusing the Director title with the legal representative.
- Concurrent-position violations leading to penalties or license revocation.
How can ANT Legal help?
ANT Legal assists in reviewing conditions for appointing heads of Representative Offices and Branches, and carrying out licensing procedures. For prompt advice, please contact our lawyers at 0966.475.966.
Frequently asked questions
May the director of a subsidiary serve as the Head of a foreign trader’s representative office?
No, if the Director is also the legal representative of the subsidiary (Point d, Clause 6, Article 33 of Decree No. 07/2016/ND-CP). If the Director is not the legal representative, they may serve as the Head of the representative office.
Which positions may the head of a Representative Office not concurrently hold?
They must not concurrently hold: head of a Branch of the same or another foreign trader; legal representative of that or another foreign trader; or legal representative of an economic organization established under Vietnamese law (Clause 6, Article 33 of Decree No. 07/2016/ND-CP).
How are concurrent-position violations handled?
They may lead to refusal to issue or adjust the License; administrative penalties in the commercial field; and in serious cases, revocation of the License for establishment of the Representative Office.
Related articles
- Regulations on representative offices of foreign traders in Vietnam under Vietnamese law
- Corporate legal consulting
