Can a limited liability company with two or more members have more than one legal representative?

1. What is a legal representative?

Pursuant to 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 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.”

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

According to the provisions of Clause 1, Article 13 of the Law on Enterprises 2020, the legal representative of the company has the following responsibilities:

– Carry out assigned rights and obligations honestly, carefully, and in the best way 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.

Note: The legal representative of the enterprise is personally responsible for damage to the enterprise due to violation of the responsibilities specified above.

3. Can a two-member limited liability company have more than one legal representative?

According to Clause 2, Article 12 of the Law on Enterprises 2020, there are provisions as follows:

“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 representatives of the enterprise. If the company has more than one legal representative, the company charter specifies the rights and obligations of each legal representative. In case of division of rights and obligations of each representative, According to the law, which 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.”

Note: according to the provisions of Clause 3, Article 54 of the Enterprise Law. 2020, the company must have at least one legal representative who holds one of the following positions: Chairman of the Board of Members or Director or General Director. In case the company charter does not stipulate, the Chairman of the Board of Members is the legal representative of the company.

Thus, based on the above regulations, a two-member limited liability company can have many legal representatives. 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

4. Is the legal representative required to reside in Vietnam?

According to the provisions of Clause 3, Article 12 of the Law on Enterprises 2020 as follows:

“3. Enterprises must ensure that there is always 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 the implementation of the authorized rights and obligations. rights.”

Thus, according to the above regulations, the legal representative is not required to reside in Vietnam. Businesses only need to ensure that they always have at least one legal representative residing in Vietnam.