Vietnam legal representative: who can sign for a company

A Vietnam legal representative is the person who can act and sign for a company. Under the Law on Enterprises 2020, this person represents the company in deals and in court or arbitration. A contract signed by the wrong person can cause trouble later, so a company should know who holds this role and what limits apply.

Sources: Law on Enterprises No. 59/2020/QH14, Article 12 (English text, LuatVietnam).

What the role is

The law calls this person the "at-law representative." The person acts for the company in its transactions. The same person can also act for the company in arbitration or court cases. The law also gives the role other rights and duties set by Vietnamese law.

The role is not the same as the director. Many companies name one person to do both jobs. But a company can also keep them apart. The director runs daily work. The legal representative holds the power to bind the company in the eyes of other parties. The company charter sets the exact split.

Sources: Law on Enterprises No. 59/2020/QH14, Article 12 (LuatVietnam); Vietnam Briefing, "Roles and Responsibilities of a Legal Representative in Vietnam".

Who may hold the role

The person can be a Vietnamese citizen or a foreigner. Vietnam Briefing lists the usual conditions. The person must be at least 18 and have full legal capacity. The person must hold a managerial post or higher, depending on the company type. The person must not be barred from running a business, for example after a bankruptcy ruling. Civil servants in government bodies cannot hold the role.

The key rule is about where the person lives. A company must always keep one or more legal representatives who reside in Vietnam. A foreign owner who lives abroad therefore cannot be the only signer.

Sources: Vietnam Briefing, "Roles and Responsibilities of a Legal Representative in Vietnam"; Law on Enterprises No. 59/2020/QH14, Article 12 (LuatVietnam).

How many a company can have

Both a limited liability company and a joint stock company can appoint one legal representative or several. Their charter has to set out the number, the titles and the duties of these people.

This choice matters. If the charter does not divide the duties, each representative can act as a fully competent representative toward outside parties. They also share joint liability to the company for any damage. A clear charter avoids this. It can say, for example, which person signs which type of contract.

Sources: Law on Enterprises No. 59/2020/QH14, Article 12, clause 2 (LuatVietnam).

What happens when the signer is abroad

Travel is where many firms slip. If the only legal representative living in Vietnam leaves the country, that person must give a written authorization to another resident of Vietnam. The representative stays responsible for the tasks handed over.

If the authorization runs out and the representative has not returned or issued a new one, the stand-in keeps acting. In a limited liability or joint stock company, this lasts until the representative returns or the owners or board name someone else.

A company with a single representative faces a firm deadline. If that person is abroad for more than 30 days and has not authorized anyone, the Members' Council, the owner or the Board of Directors must appoint a replacement. The same duty applies if the person dies, goes missing, loses legal capacity or is barred by a court. A special rule covers two-member limited liability companies, where the other member steps in for certain events.

Sources: Law on Enterprises No. 59/2020/QH14, Article 12, clauses 3 to 6 (LuatVietnam); Vietnam Briefing, "Roles and Responsibilities of a Legal Representative in Vietnam".

Duties and personal liability

Article 13 sets the duties. The representative must act honestly and with care to protect the company's lawful interests. The person must put the company first and must not use the title, company information or company assets for personal gain. The person must also tell the company promptly about other businesses in which they or related parties hold capital or shares.

A breach carries personal responsibility. In June 2025 the National Assembly passed Law No. 76/2025/QH15, which took effect on 1 July 2025. It restates that the representative is personally responsible under the law for damage caused to the company by breaching these duties.

The Civil Code 2015 adds a limit for outside parties. When a representative goes beyond their authority, the extra part of the deal does not bind the company. There are two exceptions: the company agrees, or the company knew and did not object within a reasonable time. Vietnam Briefing notes that the other party is also not bound if it did not know the representative had gone beyond the limits.

Sources: Law on Enterprises No. 59/2020/QH14, Article 13 (LuatVietnam); Law No. 76/2025/QH15 amending the Law on Enterprises (LuatVietnam); Vietnam Briefing, "Roles and Responsibilities of a Legal Representative in Vietnam".

A short checklist for firms

• Name a legal representative who is resident in Vietnam, one or more.
• State the number, titles and duties of each representative in the charter.
• Put any travel authorization in writing, with dates, to another Vietnam resident.
• Watch the 30-day mark if the company has only one representative.
• Check each signature on a contract against the charter and the authorization on file.

This article is general information, not legal advice. Companies should confirm details with a licensed Vietnamese lawyer before acting.

Sources: Law on Enterprises No. 59/2020/QH14, Articles 12 and 13 (English text, LuatVietnam), english.luatvietnam.vn; Law No. 76/2025/QH15 (LuatVietnam); Vietnam Briefing, "Roles and Responsibilities of a Legal Representative in Vietnam", vietnam-briefing.com.