To set up a company in Vietnam, the legal representative has a very important role and meaning. Therefore, before setting up a company in Vietnam, the Enterprise needs to pay attention to the issues related to the legal representative. In this post, Warren B will provide customers with information to note about the legal representative of enterprise in Vietnam.
What is the Legal Representative of Enterprise?
The legal representative of the enterprise is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant, or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.
How many Legal Representatives of Enterprise?
A limited liability company or joint-stock company may have one or more than one legal representatives. The enterprise’s charter shall specify the quantity, position, rights, and obligations of its legal representatives. In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them.
Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.
Provisions of the legal representative of the enterprise
(1) An enterprise shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance.
In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (1) expires and does not have any further actions:
a) In case the enterprise is a sole proprietorship, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns;
b) In case the enterprise is a limited liability company, joint stock company or partnership, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns or until the enterprise’s owner, Board of Members/Partners or Board of Directors designates another legal representative.
In case the only legal representative of an enterprise is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has the limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the enterprise’s owner, Board of Members/Partners or Board of Directors shall appoint another legal representative, except for the cases specified in (2) of this Article.
(2) In a two-member limited liability company, if the member who is the company’s legal representative is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway; has the limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the other member shall obviously assume the position of the company’s legal representative until the Board of Members issues a new decision on the company’s legal representative.
The court and other proceeding authorities are entitled to appoint a legal representative who participates in proceedings as prescribed by law.
Above are some basic things about the legal representative of the enterprise specified in the Law On Enterprises 2020 Warren B sent to customers. If customers have any questions, please contact Warren B for more clarification. We hope that the information we provide is useful to customers to set up a company in Vietnam.
Warren B – One-stop shop for business in Vietnam.
