Tiếng Việt
中文Short answer: No. A Director — as the company’s legal representative — may not sign a labor contract with themselves on behalf of the company. Under Clause 3, Article 141 of the Civil Code 2015, an individual may not, in the name of the represented person, enter into a civil transaction with themselves, unless otherwise prescribed by law.
Legal basis
- Civil Code 2015 (Clause 3, Article 141);
- Labor Code 2019 (Article 18).
Why may a director not sign a contract with themselves?
A labor contract is a transaction between two parties: the employer (the company) and the employee (the director as an individual). When the director is simultaneously the company’s legal representative, signing on both sides violates the representation principle in Clause 3, Article 141 of the Civil Code 2015 — one person cannot represent both sides in the same transaction.
Related services
Commercial Contracts
If you are preparing to sign, review or handle a dispute arising from a contract, ANT Legal can help assess key terms, legal risks and suitable handling options.
How to properly sign a labor contract with a director
- Authorization: the legal representative authorizes another person (e.g., a Deputy Director) to represent the company in signing the labor contract with the director (Point a, Clause 3, Article 18 of the Labor Code 2019);
- For companies with a Members’ Council/Board of Directors: recruiting, appointing, and contracting with the director usually falls within the authority of the Members’ Council/Board of Directors under the Charter — the person authorized by the Council/Board signs for the company;
- Note: the person authorized to conclude the labor contract may not sub-authorize (Clause 5, Article 18 of the Labor Code 2019).
Frequently asked questions
Does a director who is also the owner of a single-member LLC need a labor contract?
Usually not — an owner directly managing and operating the company does not create an employment relationship with their own company. The issue mainly arises when the director is a hired manager.
Is a contract the director signs with themselves valid?
A transaction violating representation scope rules may be void under the Civil Code 2015; the company may not be bound if the violation is proven. Re-signing with proper authority is recommended to avoid risk.
To review signing authority and properly draft labor contracts with managers, please contact ANT Legal’s lawyers for review and advice before proceeding.
