Vietnam: Can a person be the legal representative of multiple enterprises at the same time? How many legal representatives residing in Vietnam is an enterprise required to have?
Can a person in Vietnam be the legal representative of multiple enterprises at the same time?
According to Clause 2, Article 12 of the Law on Enterprises 2020 stipulating as follows:
"The enterprise’s legal representative
1. The enterprise’s legal representative 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.
2. 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 represent the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.
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Currently, a person can be the legal representative of 2 enterprises at the same time. An enterprise can have one or more legal representatives.
Therefore, you can completely be the legal representative for both the joint stock company and the single-member limited liability company.
How many legal representatives residing in Vietnam is an enterprise required to have?
Pursuant to Clause 3, Article 12 of the Law on Enterprises 2020 stipulating as follows:
"Article 12. The enterprise’s legal representative
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3. 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.
4. In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (3) 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.
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Accordingly, an enterprise shall have at least one legal representative residing in Vietnam.
What are the responsibilities of legal representatives of enterprises in Vietnam?
According to Article 13 of the Law on Enterprises 2020 as follows:
"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."
Accordingly, the legal representatives of enterprises in Vietnam has the above-mentioned responsibilities.
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