A legal representative is the individual authorized to act on behalf of a company in Vietnam. This person signs contracts, files taxes, opens bank accounts, and appears in court for the business. Every company registered in Vietnam must appoint at least one legal representative, and at least one of them must live in Vietnam.
| Quick facts | Details |
|---|---|
| Governing law | Law on Enterprises 2020 (No. 59/2020/QH14), Articles 12-13, amended by the 2025 Enterprise Law |
| Minimum required | At least one legal representative per company |
| Residency rule | At least one legal representative must reside in Vietnam |
| Nationality restriction | None. Vietnamese citizens and foreign nationals both qualify |
| Recorded on | Business Registration Certificate (BRC) and the National Business Registration Database |
| Penalty for non-compliance | Fines up to VND 30 million and potential revocation of business registration |
What is a legal representative under Vietnamese law?
A company is a legal entity. It has rights and obligations of its own, separate from its owners. However, a company cannot walk into a tax office or sign a contract by itself. It needs a person to do that.
That person is the legal representative (legal rep). Under Article 12 of the Law on Enterprises 2020, the legal representative exercises the company’s rights and fulfills its obligations in all transactions. This person also acts as the company’s voice in civil proceedings, whether as plaintiff or defendant, before a court or an arbitration panel.
The company records the legal representative’s name on its Business Registration Certificate (BRC). The name also appears in the National Business Registration Database, which anyone can search. If you are checking a Vietnamese company’s background, the legal representative is one of the first things you will find.
Who can be a legal representative?
General requirements
Vietnamese law sets five conditions. A legal representative must:
- Be at least 18 years old.
- Have full civil act capacity as defined by the Civil Code (no court-declared incapacity or limited capacity).
- Not fall into any category of persons banned from managing an enterprise (for example, persons serving a prison sentence or persons banned by a court judgment).
- Reside in Vietnam, if the company has only one legal representative. If the company appoints two or more, at least one must reside in Vietnam.
- Be a Vietnamese citizen or a foreign national. The law does not restrict by nationality.
Extra requirements for foreign nationals
A foreigner who takes this role faces two additional steps beyond the general requirements above:
1. Work permit or exemption certificate.
If the foreigner is hired by the company as a manager or legal representative, they must obtain a work permit. If the foreigner is also an investor (owner), they may apply for a work permit exemption certificate if the contributed capital exceed VND 3 billions (~ USD 120K). The application goes to the provincial Department of Labor, Invalids and Social Affairs (DOLISA).
2. Temporary Residence Card (TRC).
After the work permit (or exemption) is granted, the foreigner applies for a TRC through the Immigration Department. The TRC type depends on the person’s role: “DT” for investors, “LD” for employees/managers. The TRC allows the holder to enter, exit, and stay in Vietnam without a separate visa for the duration of the card (usually two years, renewable).
Without both documents, the foreigner may face penalties and the company risks having its appointment challenged by authorities.
What does a legal representative actually do?
Article 13 of the Law on Enterprises 2020 groups the responsibilities into two categories: internal compliance and external representation.
Internal compliance
The legal representative must make sure the company follows Vietnamese law. If the company violates regulations, the legal representative bears personal responsibility for breaches connected to their managerial duties. This means the legal representative is not a ceremonial title. The person in this role carries real liability.
External representation
The legal representative signs or approves documents for the following activities:
- Registering the company with the Department of Finance (DoF), including the initial BRC and Investment Registration Certificate (IRC).
- Opening branches, representative offices, or new business locations.
- Changing registration details such as the company name, charter capital, or member/shareholder structure.
- Declaring the company’s beneficial owners as required by anti-money-laundering regulations.
- Signing annual financial statements, tax finalization reports, and mandatory filings to regulators.
- Opening bank accounts and signing contracts for routine transactions.
- Responding to administrative penalties and other government proceedings.
- Representing the company in lawsuits before Vietnamese courts or arbitration.
- Filing for dissolution or closing branches and representative offices.
Legal representative vs. director: what is the difference?
Foreign investors often confuse these two positions. In practice, the same person may hold both roles, which adds to the confusion. Here is how they differ:
| Legal representative | Director (General Director / CEO) | |
|---|---|---|
| Source of authority | Designated in the company charter and recorded on the BRC | Appointed by the Members’ Council or Board of Directors under an employment contract or resolution |
| Scope | Represents the company externally in all legal transactions, government interactions, and court proceedings | Manages daily business operations internally |
| Liability | Personal liability for the company’s legal compliance | Liability for business performance and execution of duties under the employment contract |
| Public record | Name appears on the BRC and in the national database | Name does not appear on the BRC (unless also serving as legal representative) |
| Can they be different people? | Yes. A company can have a legal representative who is not the director | Yes. The director may not be the legal representative |
In many small foreign-owned companies, the owner serves as both legal representative and director. Larger companies often separate these roles. A Vietnamese national may serve as legal representative to fulfill the residency requirement, while the foreign owner holds the director position and runs operations.
The residency rule that catches foreign investors off guard
At least one legal representative must live in Vietnam at all times. This is the rule that creates the most problems for foreign-invested companies.
If the company has only one legal representative and that person plans to leave Vietnam, they must follow a specific procedure.
Before departing, the legal representative must sign a written Power of Attorney (POA) authorizing another person who resides in Vietnam to exercise the rights and perform the obligations of the legal representative.
Even with a POA in place, the original legal representative remains personally liable for all duties that the proxy performs. The POA delegates authority, not responsibility.
What happens if they skip this step?
If the sole legal representative leaves Vietnam for more than 30 days without executing a POA, or if the legal representative dies, goes missing, is detained, serves a prison sentence, or loses civil act capacity, the company must act. The owners or Members’ Council must convene and appoint a replacement legal representative within the time limit set by law.
Failing to maintain a legal representative in Vietnam can freeze company operations. Banks may refuse transactions, tax filings may stall, and the company risks administrative penalties.
5 mistakes foreign companies make with legal representatives
1. Treating the legal representative as a formality.
Some foreign investors view the legal representative as a name on paper. It is not. The legal representative carries personal liability for the company’s compliance. Appointing someone who does not understand the role can lead to missed tax deadlines, unsigned filings, and penalties that fall on that person.
2. Appointing a legal representative who does not live in Vietnam.
If all legal representatives leave the country without a POA, the company has no one authorized to sign documents, respond to government notices, or file taxes. This creates a legal vacuum that can take weeks to resolve.
3. Not separating the legal representative from the director role.
When the same person holds both titles and leaves the company, you lose both your legal authority and your operational leader at once. Separating the roles gives the company more flexibility and reduces single-point-of-failure risk.
4. Forgetting the work permit for a foreign legal representative.
A foreigner acting as legal representative without a valid work permit (or exemption certificate) is operating outside the law. Inspections can result in fines for both the individual and the company.
5. Ignoring the 30-day rule.
The legal representative travels abroad for what they expect to be a short trip. It extends past 30 days. No POA was signed. The company cannot file its quarterly tax report on time. The penalty for late filing is 0.03% per day of the tax amount owed, and the company may face additional administrative fines.
Learn more: 10 Steps to Set Up and Manage a Company in Vietnam
FAQ: Legal representative in Vietnam
Q: Can a foreigner be the legal representative of a Vietnamese company?
Yes. Vietnamese law does not restrict the position by nationality. A foreign national can serve as legal representative, provided they meet the general requirements (age 18+, full civil capacity, no management ban) and obtain a work permit or exemption certificate plus a Temporary Residence Card.
Q: How many legal representatives can a company have?
There is no upper limit. A company must have at least one, but may appoint two or more. The company charter determines the number. Having more than one provides continuity if one representative is temporarily unavailable.
Q: Does the legal representative have to live in Vietnam full time?
At least one legal representative must reside in Vietnam. If the company has only one and that person needs to travel, they must sign a POA before leaving. If they are absent for more than 30 days without a POA, the company must appoint a replacement.
Q: Can the legal representative and the director be the same person?
Yes, and this is common in small and medium-sized companies. However, these are separate roles with different sources of authority. The legal representative is recorded on the BRC; the director operates under an employment contract or resolution.
Q: What happens if the legal representative resigns?
The company must appoint a new legal representative and update the BRC with the Department of Planning and Investment. Until the update is complete, the outgoing representative may still be legally accountable for the company’s obligations.
Get your legal representative structure right before it costs you
An improperly appointed legal representative can stall your bank account opening, delay tax filings, and trigger fines that compound at 0.03% per day. The longer the problem sits, the more expensive it gets.
VNBG has helped more than 500 foreign-invested companies set up and maintain compliant corporate structures in Vietnam. Our team handles company formation, virtual office services, work permit and TRC applications, ongoing accounting and tax, and HR management.
If you are setting up a new company or restructuring an existing one, schedule a free 30-minute consultation with a VNBG advisor. No sales pitch. No obligation. We review your situation, flag compliance gaps, and recommend a structure that fits your business.
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