Legal Representatives of Enterprises under Vietnamese Law: Rules

Short answer: The legal representative of an enterprise is the individual who represents the enterprise in exercising rights and obligations arising from the enterprise’s transactions, represents the enterprise as a petitioner in civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration and Courts, and other rights and obligations as prescribed. An enterprise must have at least one legal representative; LLCs and joint-stock companies may have more than one legal representative. Regulated in Articles 12 and 13 of the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15).

Legal basis

• Law on Enterprises 2020, as amended by Law No. 76/2025/QH15 — Article 12 (legal representatives of enterprises), Article 13 (responsibilities of legal representatives);
• Decree 168/2025/ND-CP on enterprise registration — registration of changes of legal representatives.

Who is the legal representative?

Depending on the enterprise type, the legal representative may be:

• Single-member LLC: the company Chairperson, Chairperson of the Members’ Council, or Director/General Director (as prescribed in the Charter);
• LLC with two or more members: the Chairperson of the Members’ Council or Director/General Director (as prescribed in the Charter);
• Joint-stock company: the Chairperson of the Board of Directors or Director/General Director (as prescribed in the Charter; where there is only one representative, the Chairperson of the Board of Directors or Director/General Director is the representative);
• Private enterprise: the private enterprise owner;
• Partnership: the general partners.

The company Charter specifically prescribes the number, managerial titles, rights and obligations of each legal representative; where the division of representation rights is unclear, each representative is a fully authorized representative of the enterprise vis-à-vis third parties.

Conditions for being a legal representative

• An individual, 18 years old or older, with full civil act capacity;
• Not subject to prohibition from managing enterprises (cadres, civil servants, public employees where prohibited by law; persons under criminal prosecution, etc.);
• May be Vietnamese or foreign (foreigners must meet residence and labor regulations when working in Vietnam);
• One individual may simultaneously be the legal representative of multiple enterprises.

Rights and responsibilities of legal representatives

• Exercise 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 position or title and not use the enterprise’s information, know-how or business opportunities for personal gain;
• Promptly, fully and accurately notify the enterprise of enterprises they own or in which they hold shares or contributed capital;
• Bear personal liability for damage to the enterprise caused by violating the above responsibilities.

Changing the legal representative

When changing the legal representative, the enterprise must register with the Business Registration Office within 10 days from the date of change. The dossier includes the change notification in the current form, the resolution/decision and a copy of the meeting minutes of the owner/Members’ Council/General Meeting of Shareholders, and a copy of the new representative’s legal papers.

Note: the former and new representatives should fully hand over the seal, documents and ongoing transactions to avoid operational disruption.

Frequently asked questions

Can a company have 2 legal representatives?

Yes. LLCs and joint-stock companies may have one or more legal representatives; the number and division of rights are prescribed in the company Charter. A private enterprise has only one representative, the enterprise owner.

Must the legal representative be the largest capital contributor?

Not required. The legal representative is determined by the Charter according to managerial titles, independent of the capital contribution ratio.

Is the legal representative liable for the company’s debts?

In principle, an LLC/joint-stock company is liable with the company’s assets. The legal representative bears personal liability only when violating obligations, abusing the position causing damage to the company, or in specific cases prescribed by law (e.g., failing to follow proper dissolution or bankruptcy procedures).

Notes on applying current legislation

The selection and division of rights among legal representatives should be designed right in the Charter, avoiding situations where “everyone can sign” or “no one can sign” when major transactions arise. When changing representatives, banks, tax authorities and authorization contracts must also be updated. Contact ANT Legal lawyers at 0966.475.966 for advice.

Common risks to note

• Charter’s division of representation rights unclear, causing disputes over transaction validity;
• Late registration of representative change; transactions signed by the former representative after the change;
• Representative abusing position, causing damage to the company;
• Foreign representative without completed residence and labor procedures.

How can ANT Legal help?

ANT Legal advises on designing the legal representative structure in the Charter, drafts dossiers and conducts registration procedures for changing legal representatives, and advises on related legal liabilities. For prompt advice, please contact our lawyers at 0966.475.966.

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