Vietnam: When the legal representative of a joint stock company is kept in temporary detention, who shall appoint the next representative of the joint-stock company?
- Who is the legal representative in Vietnam?
- How many legal representatives does a joint stock company have?
- When the legal representative of a joint-stock company is kept in temporary detention, who shall appoint the next representative of the joint-stock company?
- What are the responsibilities of the legal representative of a joint-stock company?
Who is the legal representative in Vietnam?
According to the provisions of Clause 1, Article 12 of the 2020 Law on Enterprises of Vietnam, the enterprise’s legal representative in Vietnam 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.
Vietnam: When the legal representative of a joint stock company is kept in temporary detention, who shall appoint the next representative of the joint-stock company? (Image from the internet)
How many legal representatives does a joint stock company have?
According to the provisions of Clause 2, Article 12 of the 2020 Law on Enterprises of Vietnam stipulating this content as follows:
- A limited liability company or joint stock company may have one or more than one legal representative.
- 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.
- 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.
Thus, a joint stock company may have one or more than one legal representative.
When the legal representative of a joint-stock company is kept in temporary detention, who shall appoint the next representative of the joint-stock company?
According to the provisions of Clause 5, Article 12 of the 2020 Law on Enterprises of Vietnam, the handling of cases where the representative of a joint-stock company is kept in temporary detention is as follows:
- 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 kept in temporary detention, the Board of Directors shall appoint another legal representative.
In addition, the court and other proceeding authorities are entitled to appoint the legal representative who participates in proceedings as prescribed by law.
What are the responsibilities of the legal representative of a joint-stock company?
According to the provisions of Article 13 of the 2020 Law on Enterprises of Vietnam, the legal representative of a joint-stock company has the following responsibilities:
Responsibilities of the enterprise’s legal representative
1. An enterprise’s legal representative shall:
a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;
b) Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;
c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.
2. The enterprise’s representative shall be personally responsible for any damage to the enterprise within the limits of responsibilities specified in Clause 1 of this Article.
Thus, the responsibilities of the legal representative of a joint-stock company include:
- Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;
- Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;
- Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.
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