Tiếng Việt
中文A joint stock company must have a Director or General Director — this is a mandatory managerial title in the organizational structure of a joint stock company. Under Article 162 of the Law on Enterprises 2020 (not amended by Law 76/2025/QH15), the Board of Directors appoints a Board member or hires another person as Director/General Director. The term of the Director/General Director does not exceed 05 years and may be renewed with no limit on the number of terms.
1. Role of the Director/General Director of a joint stock company
The Director/General Director is the person running the daily business operations of the company; is subject to the supervision of the Board of Directors; and is responsible to the Board and before the law for performing assigned rights and obligations. Key rights and obligations: deciding matters related to daily business operations not within the Board’s authority; organizing the implementation of the Board’s resolutions and decisions; organizing the implementation of business plans and investment plans; proposing organizational structure plans and internal management regulations; appointing, dismissing and removing managerial titles in the company (except titles within the Board’s authority); signing contracts on behalf of the company under delegation; reporting to the Board on operations.
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2. Term of the Director of a joint stock company and reappointment
The specific term is prescribed by the company Charter but does not exceed 05 years. Upon expiry, the Board may reappoint without limit on the number of terms. Early dismissal/removal must comply with the Charter and the Board’s decisions. During a vacancy (before a replacement is appointed), the Board must promptly appoint to ensure continuous operations; the Charter may provide for a temporary manager.
3. Relationship with the legal representative
The Director/General Director may concurrently be the company’s legal representative if the Charter so provides — but these are two distinct legal capacities. The legal representative is recorded on the Enterprise Registration Certificate; changing the representative requires registering changes to enterprise registration contents under Decree 168/2025/ND-CP.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. Specific terms and authority depend on each company’s Charter. Where advice is needed, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Leaving the Director/General Director position vacant for a prolonged period.
– Prescribing a term exceeding 05 years in the Charter.
– Confusing the managerial title with the legal representative.
– Failing to register changes when replacing the legal representative.
How can ANT Legal help?
ANT Legal assists in reviewing Charters and advising on appointment and dismissal of joint stock company managers. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
Must a joint stock company have a Director?
Yes. A Director or General Director is a mandatory managerial title in the organizational structure of a joint stock company; the Board of Directors appoints a Board member or hires another person as Director/General Director (Article 162 of the Law on Enterprises 2020).
How long is the term of a joint stock company’s Director?
The specific term is prescribed by the company Charter but does not exceed 05 years; upon expiry, the Board may reappoint without limit on the number of terms.
Is a joint stock company’s Director inherently the legal representative?
Not inherently. These are two distinct legal capacities; the Director is the legal representative only when the company Charter so provides.
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