Can the President or member of the Board of Directors authorize a Deputy Director in joint-stock companies in Vietnam?

Can the President or member of the Board of Directors authorize a Deputy Director in joint-stock companies in Vietnam?

Pursuant to Clauses 2, 3 and 4, Article 12 of the Enterprise Law 2020 stipulates as follows:

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 representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.

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.

Thus, it can be seen that a joint-stock company may have one or more legal representatives and when the legal representative is completely authorized to the Deputy Director or other titles for them to perform their rights and duties within the scope of their authorization as long as the enterprise must ensure that there is always at least one legal representative residing in Vietnam.

If the President or member of the Board of Directors is absent from Vietnam for more than 30 days without authorizing another person, who is legal representative of the company?

Pursuant to Clause 5, Article 12 of the Enterprise Law 2020 stipulates as follows:

5. In case the only legal representative of an enterprise she is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the enterprise’s owner, Board of Members/Partners or Board of Directors shall appoint another legal representative, except for the cases specified in Clause 6 of this Article.

Therefore, if falling into the above case in Vietnam, the Board of Directors shall appoint another person to be the legal representative of the company.

Best Regards!