Can a company leave the position of General Director vacant if Article Does the company charter stipulate this title?

How is the legal representative of a company regulated?

According to Article 12 of the Law on Enterprises 2020, the legal representative of an enterprise is regulated as follows: following:

– The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the enterprise’s transactions, represents the enterprise as a requester to resolve civil matters, plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.

– Limited liability companies and joint stock companies may have one or more legal representatives. The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company charter specifically stipulates the rights and obligations of each legal representative. In case the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is a competent representative of the enterprise before a third party; All legal representatives must be jointly responsible for damages caused to the enterprise according to the provisions of civil law and other relevant laws.

– Enterprises must ensure that they always have at least one legal representative residing in Vietnam. When there is only one remaining legal representative residing in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative. In this case, the legal representative is still responsible for exercising the authorized rights and obligations.

– In case the authorization period as prescribed in Clause 3 of this Article expires but the legal representative of the enterprise has not returned to Vietnam and there is no other authorization, the following regulations shall apply:

+ The authorized person continues to exercise the rights and obligations of the legal representative of a private enterprise until the legal representative of the enterprise returns to work at the enterprise;

+ The authorized person continues to exercise the rights and obligations of the legal representative of a limited liability company, joint stock company, or partnership until the legal representative of the company return to work at the company or until the company owner, the Board of Members, the Board of Directors decides to appoint another person to be the legal representative of the enterprise.

– Except for the case specified in Clause 6 of this Article, for an enterprise there is only one legal representative and this person is absent from Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the legal representative of the company. enterprise, or is dead, missing, is being prosecuted for criminal liability, is in temporary detention, is serving a prison sentence, is serving administrative measures at a compulsory drug treatment facility, compulsory educational establishment, has limited or lost civil act capacity, has difficulty in cognition or behavior control, is banned by the Court from holding a position, practicing certain professions or doing certain jobs, the company owner, the Board of members, the Board of Directors shall appoint another person to act as representative. company law.

– For a limited liability company with two members, if a member who is an individual acting as the legal representative of the company dies, is missing, is being prosecuted for criminal liability, is detained, is serving a prison sentence, is serving administrative measures at a compulsory drug treatment facility, compulsory educational establishment, has escaped from his place of residence, is restricted or has lost his civil act capacity, or is in difficulty. Difficulty in understanding, controlling behavior, banned by the Court from holding positions, practicing certain professions or doing certain jobs, the remaining member will automatically be the legal representative of the company until there is a new decision of the Board of Members on the legal representative of the company.

– Courts and other agencies competent to conduct proceedings have the right to appoint legal representatives to participate in proceedings according to the provisions of law.

Can a company leave the title of General Director vacant if the company charter stipulates this title?

According to current regulations, there is no requirement that the General Director position be left vacant in the company. However, leaving this title vacant will affect the company because of some of the rights and obligations that this title assumes, specifically the responsibilities of this title are specified in Article 13 of the Law on Enterprises 2020, as follows:

“Article 13. Responsibilities of the legal representative of the enterprise

1. The legal representative of the enterprise has the following responsibilities:

a) Exercise assigned rights and obligations honestly, carefully, and in the best way to ensure the legitimate interests of the enterprise;

b) Loyal to the interests of the enterprise; Do not abuse your position or position and use information, know-how, business opportunities, or other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) Notify enterprises promptly, fully and accurately about the enterprises in which they, their related persons own or have shares or capital contributions according to the provisions of this Law.

2. The legal representative of the enterprise is personally responsible for damage to the enterprise due to breach of responsibility specified in Clause 1 of this Article.”

Accordingly, the legal representative of the enterprise has the following responsibilities:

+ Carry out assigned rights and obligations honestly, carefully, and best to ensure the legitimate interests of the business;

+ Loyal to the interests of the business; Do not abuse your position or position and use information, know-how, business opportunities, or other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

+ Notify enterprises promptly, fully and accurately about enterprises in which they, their related persons own or have shares or capital contributions according to the provisions of this Law.

Does the company have to ensure that the representative resides in Vietnam?

According to Clause 3, Article 12 of the Law on Enterprises 2020, it is stipulated as follows;

“Article 12. legal representative of the enterprise

[…]

3. Enterprises must ensure that they always have at least one legal representative residing in Vietnam. When there is only one remaining legal representative residing in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative. In this case, the legal representative is still responsible for implementing the authorized rights and obligations.

Accordingly, businesses must ensure that they always have at least one legal representative residing in Vietnam. When there is only one remaining legal representative residing in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative.