Tiếng Việt
中文No. When the company charter provides for the position of General Director, the company must not leave it vacant. Under Article 12 of the Law on Enterprises 2020 (not amended by Law No. 76/2025/QH15), LLCs and joint stock companies may have one or more legal representatives; the charter specifically provides for the number, management positions, and rights and obligations of the legal representative. If the charter has “named” the General Director as the legal representative, leaving the position vacant constitutes a breach of the charter and may lead to a situation where the company has no lawful representative in transactions.
1. Why must it not be left vacant?
The legal representative is the individual representing the enterprise in exercising rights and obligations arising from transactions, and representing it before Arbitration and Courts. When the charter has designated the General Director as (one of) the legal representative(s), leaving this position vacant means transactions concluded by the company risk being invalid due to lack of representative authority, while the company has no person accountable before the law in litigation and administrative relations. This is a serious legal risk, not merely an internal matter.
Related services
Corporate Legal Advisory
If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
2. What must the company do when the General Director position is vacant?
The company must appoint a replacement according to competence: for an LLC, the Members’ Council/Company President appoints; for a joint stock company, the Board of Directors appoints the General Director. While a replacement cannot yet be appointed, the company may amend the charter to adjust the legal representative structure (e.g., the Chair of the Board of Directors concurrently serving as the representative). Any change of the legal representative must be registered as a change to enterprise registration details under Article 43 of Decree No. 168/2025/ND-CP.
3. Where the charter does not provide for a General Director position
If the charter does not provide for a General Director position, the company is not required to have one — the law does not impose a General Director on every company. In that case, the legal representative is the person holding the position designated by the charter (Chair of the Members’ Council, Chair of the Board of Directors, Director, etc.). The issue only arises when the charter provides for it but the company fails to implement it.
Notes on applying current legal provisions
This article is presented for reference purposes, helping readers understand the legal issue at a general level. 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
- Leaving the General Director position vacant for a prolonged period.
- Transactions signed by a person without representative authority.
- Failure to register the change of the legal representative.
How can ANT Legal help?
ANT Legal assists in reviewing charters, advising on the appointment/change of legal representatives, and registering enterprise changes. For prompt advice, please contact our lawyers at 0966.475.966.
Related articles
- Must the Director of a single-member limited liability company sign a labor contract with the company?
- Corporate legal consulting
