Summary

• Every company must have at least one legal representative residing in Vietnam.
• This individual can be either a Vietnamese or a foreigner and is not restricted by nationality.
• The legal representative can be the company owner or an employee to manage the company.

What is a legal representative?

The legal representative, also known as Legal Rep., represents the company. They exercise the company’s rights and fulfill obligations arising from its transactions. This individual also represents the enterprise in civil matters. They can be a plaintiff or a defendant before arbitration or court.

To understand why this position is required. We need to look at the legal nature of a company.

A company is a legal entity.

It is an organization with independent legal status. However, it cannot directly perform physical actions on its own, such as signing contracts, working with tax authorities, or appearing in court.

Therefore, the law requires a company to have at least one individual act as its legal representative to exercise rights and fulfill obligations on the company’s behalf.

When researching a company’s legal representatives, the company publicly records this information on its Business Registration Certificate (BRC) and in the National Business Registration Database.

Who is eligible to hold the position of legal representative of a company?

The Legal Rep. of a company needs to meet the following criteria:

• Can be a Vietnamese or a foreigner;
• At least one legal representative must reside in Vietnam;
• The individual must be at least 18 years old;
• Possess full civil act capacity as prescribed by the Civil Code;
• Not fall under the categories of persons prohibited from enterprise management;

Foreigners as legal representatives of a company in Vietnam.

Vietnamese law does not distinguish by nationality for the position of Legal Rep. A foreigner or a foreign expert dispatched to Vietnam can act as the legal representative for the company.

However, when assuming this position, foreigners must satisfy the following auxiliary requirements:

• Must fulfill the residency requirements in Vietnam as prescribed by law. Must maintain a reachable residence address in Vietnam.
• If a foreigner works in Vietnam in the role of a manager/legal representative hired by the enterprise, they must apply for the issuance of a Work Permit or an exemption certificate (confirmation of not being subject to a Work Permit).
• Must apply for a Temporary Residence Card (TRC) under the Investor category (for capital contributors) or the Labor/Manager category (after obtaining a Work Permit), or any suitable TRC to ensure long-term residency rights and facilitate entry, exit, and work in Vietnam.

What are the legal representative responsibilities?

According to Article 13 of the Law on Enterprises 2020 (as amended and supplemented by the Amended Law on Enterprises 2025), the legal representative of the company has the following core responsibilities:

Internal management and legal compliance

The Legal Rep. must ensure that the company’s operations comply with Vietnamese law. In the event of breaches of managerial obligations or violations of the law by the company, the legal representative shall bear direct responsibility.

Representing the company

The legal representative must be present or execute documents in the following activities:

• Company establishment (carrying out procedures for submitting applications for the issuance of both the BRC and IRC);
• Establishing branches, representative offices, or business locations of the company;
• Amending the business registration details (such as changing the company name, charter capital, or structure of members or shareholders);
• Declaring information regarding the beneficial owner(s) of the enterprise as prescribed by law;
• Signing annual financial statements, tax finalization, and submitting mandatory administrative reports to state regulatory authorities;
• Opening the company’s bank accounts and executing routine transaction contracts;
• Resolving decisions on administrative sanctions and other legal procedures;
• Representing the company in legal proceedings before the Court or Arbitration in the name of the legal person; and
• Dissolving the enterprise or terminating the operations of branches and representative offices.

Distinguishing the responsibilities of a legal representative and a company director

The Legal Rep. and the Director (or General Director/CEO) are two distinct positions within the management and executive structure of a company in Vietnam, even though in practice these two roles may be concurrently held by the same person.

The legal representative serves as the supreme representative of the enterprise in all transactions, interactions with the state, and legal proceedings before the Court.

Meanwhile, the Director is an executive title directly managing the daily business operations of the company under an employment contract.

Distinction Criteria	Legal Representative	Director / General Director (Director / CEO)
Nature of role	Represents the legal capacity of the company before the State and third parties.	Head of the executive apparatus overseeing day-to-day business operations.
Legal recording	Mandatory registered directly on the BRC.	Recorded via appointment resolution and employment contract (only appears on the BRC if concurrently serving as the Legal Rep.).
The authority	Executes key contracts, represents the company in signing documents/instruments before state agencies, administrative procedures, etc.	Decides internal operational matters, recruitment, human resource management, and execution of business plans.
Personal liability	Holds direct legal liability before the law for the legality of all company operations.	Accountable to the Board of Members/Owner for business operating performance.

What needs to be done when the legal representative is not in Vietnam?

The enterprise must ensure that at least one legal representative resides in Vietnam. This ensures that state authorities can always contact them directly for official work and administrative compliance when necessary.

If the company has only one legal representative and this individual plans to exit Vietnam, the execution of power of attorney (POA) procedures is mandatory:

• Must execute a written POA authorizing another individual residing in Vietnam to exercise the rights and perform the obligations of the legal representative.
• Despite having authorized another, the original representative remains personally liable before the law and the company for all duties authorized to the proxy.
• If the sole representative is absent from Vietnam for more than 30 days without executing an authorization, or falls into circumstances such as death, missing, custody, serving a prison sentence, or having civil act capacity restricted, the company owner or Board of Members must convene a meeting and issue a decision to appoint a new legal representative within the prescribed time limit.

Set Up Your Company in Vietnam with VNBG

Appointing the right legal representative is the core foundation ensuring that your business operates safely, transparently, and effectively in the Vietnamese market. For foreign investors, thoroughly understanding the regulations regarding residency conditions, authorization authority, and distinction of managerial titles will optimize governance apparatus and mitigate arising legal risks.

VNBG offers one-stop solutions for all foreign investors who want to do business in Vietnam – from company formation, Nominee director services, accounting and tax, to Work Permit/TRC applications and HR management for foreign investors in Vietnam.

We are prepared to assist you in removing all barriers to market entry, enabling your business to grow with peace of mind while maintaining strict compliance with Vietnamese laws and regulations.

Free consultation with VNBG