Last updated on October 21st, 2026 at 06:41 pm
Each company must have at least one legal representative who resides in Vietnam. This person represents the company working with competent authorities and other parties. If the only legal representative leaves Vietnam without a signed authorization, the company can lose its signer for weeks. This article is for foreign investors and companies who plan a business setup in Vietnam or manage a company that already operates. It explains who qualifies to hold the role, what the person does, and how to prevent the problems that we see most often.
What is a legal representative in Vietnam?
A legal representative (Legal Rep.) is the person who represents for a company in its business transactions, sign documents and in disputes before courts and arbitration. Each limited liability company (LLC) and joint stock company (JSC) in Vietnam must have at least one who must reside in Vietnam. The name of this person is on the Business Registration Certificate (BRC).
Who can be the legal representative of a company in Vietnam?
If a person meets the conditions regulated by the law, the person can be the legal representative. Vietnamese citizens and foreigners have the same basic conditions. Foreigners also need a work permit, to work, and a temporary residence card (TRC), to live in Vietnam. The section about foreigners gives these rules.
Conditions for all persons
The person must:
- Be 18 years old or more.
- Have full legal capacity. Legal capacity is the right in law to make contracts and take legal actions.
- Not be on the list of persons that the Law on Enterprises bans from company management.
- Live in Vietnam. This condition applies when the company has only one legal representative.
Who cannot be a legal representative
Article 17 of the Law on Enterprises bans some persons from company management. These persons cannot be a legal representative:
- Government officials, civil servants and public employees, with a few exceptions in the 2025 amendment.
- Officers and professional soldiers of the army and the police, with a few exceptions.
- Minors, and persons with limited or lost legal capacity.
- Persons under criminal prosecution, in detention or in prison.
- Persons that a court bans from management positions or from specific business lines.
Which job title holds the role
The company charter names the job title of each legal representative. If the company has only one legal representative, the law limits the choice:
| Company type | Job titles that can hold the role |
| Single-member LLC | The Company Chairman, the Chairman of the Members’ Council, or the Director or General Director |
| Multi-member LLC | The Chairman of the Members’ Council, or the Director or General Director |
| Joint stock company | The Chairman of the Board of Directors, or the Director or General Director. If the charter does not say, the Chairman of the Board holds the role |
Can a foreigner be a legal representative in Vietnam?
Yes. A foreigner can be the legal representative of a company in Vietnam. The person must meet the conditions for all persons. The person also needs these three documents:
- A work permit or a work permit exemption. An owner or member of an LLC with a capital contribution of VND 3 billion or more is exempt. The same exemption applies to the chairman or a board member of a JSC with VND 3 billion or more.
- A temporary residence card (TRC). A TRC is a card that lets a foreigner live in Vietnam for up to several years. Investors get a DT card. Employees and managers get an LĐ card.
- A Level 2 VNeID account. VNeID is the national electronic ID app. The legal representative uses it to register the electronic ID of the company. A foreigner needs a valid TRC to get a Level 2 account.
If the legal representative works without a valid work permit or exemption, the authorities will fine the person and the company.
What does a legal representative do?
The legal representative signs for the company in each matter outside the company. The table that follows gives the most common tasks.
| Area | Tasks |
| Registration | Sign the application for the Investment Registration Certificate and the Enterprise Registration Certificate. Sign changes to the name, address, charter capital and ownership |
| Banking | Open bank accounts and sign the bank documents |
| Tax and accounts | Sign the annual financial statements and the tax finalization reports |
| Contracts | Sign contracts with customers, suppliers and landlords |
| Government | Receive official notices and answer administrative penalties |
| Courts | Act for the company in court cases and arbitration |
| Structure | Open and close branches, representative offices and business locations |
| Beneficial owners | Give the information about the beneficial owners to the registration office. A beneficial owner is the person who finally owns or controls the company |
Personal responsibility of the legal representative
Article 13 of the Law on Enterprises gives the legal representative personal duties. The person must act honestly, with care and in the interest of the company. The person must tell the company about each conflict of interest. If the person breaks these duties, the person is personally liable for the damage.
If the company has overdue tax debt, the tax authority can ask the immigration office to stop the legal representative from leaving Vietnam. This rule comes from the Law on Tax Administration. It applies to foreign legal representatives too.
Legal representative vs. director: what is the difference?
The legal representative and the director are two different roles. Either the same or different persons are for these positions.
| Item | Legal representative | Director or General Director |
| Source of authority | The company charter and the Enterprise Registration Certificate | A decision of the owner, the Members’ Council or the Board of Directors |
| Area of work | Represents the company to work with stakeholders | Manages the daily operation of the company |
| Responsibility | Personal duties under Article 13 | Duties in the employment contract and the charter |
| Public record | Name on the Business Registration Certificate (BRC) | Not on the certificate, unless the director is also the legal representative |
Small foreign-owned companies often give both roles to one person. Larger companies often keep the roles separate. For example, a Vietnamese manager is the second legal representative and lives in Vietnam. The foreign owner is the General Director and travels often.
What happens when the legal representative leaves Vietnam?
If the company has only one legal representative, that person must live in Vietnam. Article 12 of the Law on Enterprises sets these rules for a trip abroad:
- Before the legal representative leaves Vietnam, the person signs a written authorization (POA) for another person who lives in Vietnam.
- The authorized person signs for the company. The legal representative stays responsible for the acts of the authorized person.
- If the authorization ends before the legal representative comes back, the authorized person continues to act. This continues until the legal representative comes back or the company appoints a new legal representative.
- If the legal representative stays abroad for more than 30 days without an authorization, the company must appoint a new legal representative.
The same replacement rule applies in other cases.
Such as, the death or disappearance of the legal representative, a prison sentence, or a loss of legal capacity. In a two-member LLC, the other member becomes the legal representative until the Members’ Council decides.
An authorization does not cover each task. The legal representative must use a personal VNeID account for some online procedures. If the legal representative is abroad, these procedures can stop.
If the legal representative often travels, the simplest solution is a second legal representative who lives in Vietnam. Write the duties of each person in the charter.
How to change the legal representative
If the company changes its legal representative, it must update the change within 10 days. The company submits the application to the Business Registration Office of the provincial Department of Finance. These persons sign the application:
| Company type | Person who signs |
| Single-member LLC | The Company Chairman or the Chairman of the Members’ Council |
| Multi-member LLC | The Chairman of the Members’ Council |
| Joint stock company | The Chairman of the Board of Directors |
Five mistakes foreign companies make with the legal representative
- They think the role is a formality. The legal representative has personal duties and signs the tax and financial reports.
- They name only one legal representative who travels often. If the person is abroad without an authorization, nobody can sign.
- They give both legal roles and daily management to one person. If this person leaves the company, the company loses its signer and its manager on the same day.
- They forget the work permit. A foreign legal representative without a work permit or an exemption works illegally.
- They forget the 30-day rule. A short trip becomes a long trip and the tax payments are late. The company then pays late payment interest of 0.03% for each day on the tax due.
The legal representative in your business setup
You must name the legal representative before the business formation starts. The Investment Registration Certificate (IRC) and the Business Registration Certificate (BRC) applications both include the details of this person. If you change your plan after the licenses are issued, you must file a change and wait for a new certificate.
Decide these points before you file:
- How many legal representatives the company needs.
- Which person lives in Vietnam.
- Which job title each person holds.
- How you divide the authority between them in the charter.
If the legal representative is a foreigner, you need a certified copy of the passport for the application. A copy that a foreign notary certified needs an apostille. Our guide to the apostille in Vietnam gives the rules.
Our guide to the steps to get your company fully opened in Vietnam gives the full process.
Book a free consultation about your legal representative
VNBG has helped more than 500 foreign-invested companies with business formation, work permits, TRCs, accounting and tax.
In a free 30-minute consultation, our team looks at your company structure. We discuss with you whether your legal representative setup meets the law. We also show you how to prevent a gap in signing authority. You get a reply in one business day.
