Who Has the Right to Appoint the Director of a Joint-Stock Company?

Short answer: In a joint-stock company, the Board of Directors is the body competent to appoint, dismiss, sign contracts with and determine the salary of the Director/General Director — except where the company charter provides that this competence belongs to the General Meeting of Shareholders. Therefore, to determine exactly who has the appointment power, one must read the charter of each specific company.

Legal basis

• Articles 153 and 155 of the Law on Enterprises 2020 — rights and obligations of the Board of Directors;
• Article 162 of the Law on Enterprises 2020 — Director and General Director of a joint-stock company.

Appointment competence

• Rule: the Board appoints a Board member or hires another person as Director/General Director;
• Exception: the company charter may provide that the General Meeting of Shareholders is the appointing body;
• Where the Chairman of the Board concurrently serves as Director/General Director, GMS approval is required in cases the charter demands.

Qualifications of the Director/General Director

• Full civil act capacity; not falling into the category prohibited from managing enterprises;
• Not being a family member of the company’s enterprise managers, controllers and the parent company; or a representative of state capital in the company and the parent company (unless the charter provides otherwise);
• Having appropriate professional qualifications and business management experience.

Term and procedures

• The term of the Director/General Director is no more than 05 years, renewable without term limits;
• The appointment decision is expressed in a resolution/decision of the Board (or the GMS);
• If the Director/General Director is concurrently the legal representative: the company must register the change of enterprise registration contents under Decree 168/2025/ND-CP;
• Salary and remuneration are decided by the Board based on business results and performance.

If you need to determine the option best suited to your specific situation, you should discuss it with a lawyer in advance for dossier review and advice on the handling plan.

For quick advice, you may contact a lawyer at 0966.475.966.

Related articles

• The legal representative of an enterprise
• Who runs the company when the Chairman of the Board is detained?
• Rights and obligations of the Board of Directors of a joint-stock company