Does the legal representative of a joint stock company have to authorize another person to exercise the rights and obligations of the representative when leaving the country?

The legal representative of a joint stock company is stipulated in Clause 3, Article 12 of the Law Enterprises in 2020 are as follows:

legal representative of the enterprise
…
3. Enterprises must ensure that they always have 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 implementing the authorized rights and obligations.
4. In case the authorization term expires as prescribed in Clause 3 of this Article but the legal representative of the enterprise has not returned to Vietnam and there is no other authorization, the following regulations shall apply:
a) The authorized person continues to exercise the rights and obligations of the legal representative of the private enterprise until the legal representative of the enterprise returns to work at the enterprise;

According to the above regulations, a joint stock company must always ensure that there is 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.

Comparing with the case you shared, your company has two legal representatives. If only one person has to go abroad on business, the other person still resides in Vietnam, then there is no need to authorize another person to exercise the rights and obligations of the representative.

If a joint stock company has only one legal representative, who must this person be?

In case a joint stock company has only one legal representative, it is prescribed in Clause 2, Article 137 of the Law on Enterprises 2020 as follows:

Organizational structure of joint stock company management
…
b) General Meeting of Shareholders, Board of Directors and Director or General Director. In this case, at least 20% of the members of the Board of Directors must be independent members and there must be an Audit Committee under the Board of Directors. The organizational structure, functions, and tasks of the Audit Committee are specified in the Company Charter or the operating regulations of the Audit Committee issued by the Board of Directors.
2. In case the company has only one legal representative, the Chairman of the Board of Directors or the Director or General Director is the legal representative of the company. In case there is no regulation in the Charter, the Chairman of the Board of Directors is the legal representative of the company. In case the company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are naturally the legal representatives of the company.
Thus, according to regulations, in case a joint stock company has only one legal representative, the Chairman of the Board of Directors or Director or General Director is the legal representative of the company.

In case there is no regulation in the Charter, the Chairman of the Board of Directors is the legal representative of the company.

What rights and obligations will the legal representative of a joint stock company represent the company?

The obligations of the legal representative are specified in Clause 1, Article 12 of the Law on Enterprises 2020 as follows:

legal representative of the enterprise career
1. 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. Limited liability companies and joint stock companies can have one or more legal representatives. The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise. 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.

Thus, according to regulations, the legal representative of a joint stock company is an individual who represents the company to exercise the rights and obligations arising from the company’s transactions;

Represent the company as a requester to resolve a civil matter, plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.