A company's legal representative: conditions, rights and responsibilities
Who is the legal representative, how many a company can have, Vietnam residency requirement, personal liability and how to change the legal representative.
The legal representative acts on behalf of the enterprise in exercising rights and obligations arising from transactions, and represents the enterprise before state authorities, courts and arbitration. This is an important position that should be clearly determined from the moment of company formation.
Basic Rules
Legal representative: 4 main rules
- One or more personsLLCs and joint stock companies may have several representatives
- At least one resident in VietnamIf they leave the country, authorization in writing is required
- Specified in the charterNumber, titles, rights and obligations
- Personal liabilityFor damage caused by breach of duties
How Many Legal Representatives Can a Company Have?
LLCs and joint stock companies may have one or more legal representatives. The company charter specifies the number, management titles and the rights and obligations of each person. If there are several representatives, define each one’s scope clearly to avoid overlap when signing.
Vietnam Residency Requirement
The enterprise must ensure there is always at least one legal representative residing in Vietnam. If there is only one representative and that person leaves the country, they must authorize another individual residing in Vietnam in writing to exercise their rights and obligations.
Titles That Usually Hold the Representative Role
- Single-member LLC: Company Chairperson or Director/General Director.
- Multi-member LLC: Chairperson of the Members’ Council or Director/General Director.
- Joint stock company: Chairperson of the Board of Directors or Director/General Director.
Duties of the Legal Representative
The representative must perform duties honestly and prudently, in the interests of the enterprise; must not abuse position or authority; and must promptly disclose related interests. The representative is personally liable for damage to the enterprise caused by breach of these duties.
Changing the Legal Representative
When the legal representative changes, the enterprise must register the change within 10 days of the decision. HDS Law handles the full amendment of business registration procedure, including drafting minutes and internal decisions.
Content reviewed by Lawyer Đoàn Minh Đức (Director – Managing Lawyer); updated 4 Oct 2026.
This article is for reference only, based on regulations as of the update date. For advice on your specific case, please contact a lawyer.
