Can a Multi-Member LLC Have Multiple Legal Representatives?

1. What is a legal representative?

Under Clause 1, Article 12 of the Law on Enterprises 2020, the legal representative of an enterprise is defined as follows:

“The legal representative of an enterprise is the individual representing the enterprise in exercising the rights and obligations arising from the enterprise’s transactions, representing the enterprise as a petitioner for settlement of civil matters, plaintiff, defendant, person with related rights and obligations before Arbitration and Courts, and other rights and obligations as prescribed by law.”

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2. What are the responsibilities of the legal representative of a limited liability company?

Under Clause 1, Article 13 of the Law on Enterprises 2020, the legal representative has the following responsibilities:

– Exercise the assigned 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; not abuse their position or title and not use the enterprise’s information, know-how, business opportunities or other assets for personal gain or to serve the interests of other organizations or individuals;

– Promptly, fully and accurately notify the enterprise of the enterprises that they or their related persons own or in which they hold shares or capital contributions as prescribed by this Law.

Note: The legal representative of an enterprise is personally liable for damage caused to the enterprise by breach of the above responsibilities.

3. May a multi-member limited liability company have multiple legal representatives?

Clause 2, Article 12 of the Law on Enterprises 2020 provides as follows:

“A limited liability company and a joint-stock company may have one or more legal representatives. The company charter specifically prescribes the number, managerial titles, and rights and obligations of the legal representatives of the enterprise. If the company has more than one legal representative, the company charter shall specifically prescribe the rights and obligations of each legal representative. Where the division of rights and obligations of each legal representative is not clearly prescribed in the company charter, each legal representative of the company is a fully authorized representative of the enterprise before third parties; all legal representatives are jointly liable for damage caused to the enterprise under civil law and other relevant laws.”

Note: under Clause 3, Article 54 of the Law on Enterprises 2020, the company must have at least one legal representative who holds one of the titles of Chairman of the Members’ Council, Director, or General Director. Where the company charter does not provide otherwise, the Chairman of the Members’ Council is the legal representative of the company.

Thus, under the above regulations, a multi-member limited liability company may have multiple legal representatives. If the company has more than one legal representative, the company charter shall specifically prescribe the rights and obligations of each legal representative. Where the division of rights and obligations of each legal representative is not clearly prescribed in the company charter, each legal representative of the company is a fully authorized representative of the enterprise before third parties; all legal representatives are jointly liable for damage caused to the enterprise under civil law and other relevant laws.

4. Must the legal representative reside in Vietnam?

Clause 3, Article 12 of the Law on Enterprises 2020 provides as follows:

“3. The enterprise must ensure that at least one legal representative resides in Vietnam. When only one legal representative residing in Vietnam remains, that person, upon exiting Vietnam, must authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative. In this case, the legal representative remains liable for the exercise of the authorized rights and obligations.”

Thus, under the above regulation, the legal representative is not required to reside in Vietnam. The enterprise only needs to ensure that at least one legal representative resides in Vietnam.