VI Legal Representative in Vietnam and 6 Important Rules for Foreign Owners
A legal representative in Vietnam is the individual who acts on behalf of the company in transactions and before courts and arbitration. A limited liability company or joint stock company may have one or more legal representatives, but at least one must always reside in Vietnam, under Clauses 1, 2 and 3, Article 12 of the Law on Enterprises No. 59/2020/QH14 dated 17 June 2020 of the National Assembly, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15.
Article 12 of the Law on Enterprises No. 59/2020/QH14 does not require this person to hold Vietnamese nationality, so a foreign owner may take the role personally if the residence condition is met.
Below are 6 rules that owners based abroad should know when appointing, authorising or changing a legal representative in Vietnam.
1. Who Can Be a Legal Representative in Vietnam
The person appointed as legal representative in Vietnam must not fall under the cases barred from managing enterprises in Clause 2, Article 17 of the Law on Enterprises No. 59/2020/QH14 (points b and e of Clause 2 as amended by Law No. 76/2025/QH15), such as minors, cadres, civil servants and public employees. If the person is a foreigner, the company should separately check the work permit and residence documents.
2. Always Keep One Legal Representative Resident in Vietnam
Clause 3, Article 12 of the Law on Enterprises No. 59/2020/QH14 places this obligation on the enterprise. If the legal representative in Vietnam travels frequently, plan a replacement arrangement in advance.
3. Authorise in Writing Before Leaving the Country
When only one legal representative in Vietnam is resident in the country, that person must authorise in writing another individual residing in Vietnam before leaving the country. Authorisation does not transfer all the risk, because the legal representative in Vietnam remains responsible for the authorised matters.
If the sole legal representative is absent for more than 30 days without authorising anyone, the owner, the Members’ Council or the Board of Directors appoints another person, under Clause 5, Article 12 of the Law on Enterprises No. 59/2020/QH14.
4. Several Legal Representatives in Vietnam Need Clearly Divided Powers
When a company has two or more legal representatives in Vietnam, the charter must set out the rights and obligations of each person. If the charter is unclear, Clause 2, Article 12 of the Law on Enterprises No. 59/2020/QH14 treats each person as a fully authorised representative towards third parties, and all of them are jointly liable for damage caused to the enterprise.
5. Personal Liability of a Legal Representative in Vietnam
A legal representative in Vietnam must act honestly, prudently and loyally in the company’s interest and must not abuse the company’s position or assets. In case of breach, the person bears personal liability for damage to the enterprise, under Article 13 of the Law on Enterprises No. 59/2020/QH14 (Clause 2 as amended by Law No. 76/2025/QH15).
Tax risk is also tied to this individual. Under point b, Clause 1, Article 28 of Decree No. 252/2026/ND-CP dated 30 June 2026 of the Government detailing a number of articles of, and measures to organise and guide the implementation of, the Law on Tax Administration, the legal representative may have their exit from Vietnam temporarily suspended when the company is subject to enforcement, has tax debts of VND 500 million or more and is overdue by 120 days or more. The tax authority sends a notice 30 days in advance.
6. Change a Legal Representative in Vietnam Within 10 Days
Under Articles 30 and 31 of the Law on Enterprises No. 59/2020/QH14, the enterprise registers or notifies the change within 10 days from the date of the change. For limited liability companies and joint stock companies, the main steps are as follows.
| Step | What to do | Legal basis |
|---|---|---|
| 1. Make the decision | The company’s competent body issues a resolution or decision on the change | Point b, Clause 1, Article 43 of Decree No. 168/2025/ND-CP |
| 2. File the application | Send the application with the resolution or decision to the provincial business registration authority | Clause 1, Article 43 of Decree No. 168/2025/ND-CP |
| 3. Electronic authentication | If filing through an authorised person, both the person giving and the person receiving the authorisation must complete electronic authentication | Article 2 of Decree No. 296/2026/ND-CP |
Decree No. 168/2025/ND-CP dated 30 June 2025 of the Government on enterprise registration has been amended and supplemented by Decree No. 296/2026/ND-CP dated 23 July 2026. When changing a legal representative in Vietnam, the application should follow the amended version.
Tips for Owners Based Abroad
This is our professional view on managing a legal representative in Vietnam, not a separate legal rule.
- Prepare an authorisation template with a clear term and scope, instead of drafting it on the way to the airport.
- Review the charter if there are two or more legal representatives, especially signing authority for contracts and bank transactions.
- Monitor notices on the e-tax account, because exit suspension notices are sent through this channel.
How Pham Consult Supports Changes of Legal Representative in Vietnam
Pham Consult provides a business registration change service, which includes changing the legal representative in Vietnam. The actual scope is confirmed in the service contract. To get started, contact us or call +84 909 660 105.
Legal sources were checked on 05/11/2026. This article is for general information only and does not constitute legal, tax or accounting advice; regulations may change after the date of publication, so please seek professional advice for your specific situation before making any decision.
