Normally, the legal representative has the highest authority to bind the company, initiate or participate in legal proceedings, and sign government documents. Since this could lead to difficulties or confusion if there is more than one legal representative, in this case, the articles of association of the company must specify the rights and obligations of the legal representatives. Only the legal representative can bind the company, act on behalf of the company in legal matters, as well as fulfill the other rights and obligations of the company in accordance with Vietnamese law. To start a business in Vietnam, the legal representative has a very important role and importance. Therefore, before setting up a company in Vietnam, the company should pay attention to issues related to the legal representative. In this article, Warren B will provide clients with information about the company`s legal representative in Vietnam. For foreign investors who are not able to reside permanently in Vietnam to be the legal representatives of the company, hiring a designated administrator provider is the ideal solution. The Company`s legal representative is the person who, on behalf of the Company, exercises and performs the rights and obligations arising from the Company`s transactions, acts as a plaintiff, defendant or person with relevant interests and obligations before a court or arbitration, and performs other rights and obligations prescribed by law. A limited liability company or a joint-stock company may have one or more legal representatives. The quantity, titles, rights and duties of the legal representative of the company are determined in the articles of association of the company.

Since the law does not provide that a natural person may be the legal representative of only one company, that person may be the legal representative of several companies, provided that there is no conflict of interest between these companies. To put it simply, only legal representatives can bind the company, act on behalf of the company in legal matters, as well as fulfill other rights and obligations of the company. The legal representative must be involved in business activities such as applying for business licenses, adjusting the share capital and opening a business bank account. The details of the legal representative are recorded in the business registration certificate of such a company, and government agencies tend to recognize the person whose data is recorded in the business registration. Thus, the legal representative is usually a person with a leadership or higher role. In particular, the Companies Act 2020 allows limited liability companies and joint-stock companies to have one or more LRs. The articles of association of the company must indicate the number and titles of the managing director as well as the rights and obligations of the LR of the company. If the company has more than one RL, the articles of association of the company must specify the rights and obligations of each RL.

If the distribution of rights and obligations among the LRs is not specified in the articles of association, each LR may act as a fully competent representative of the company vis-à-vis a third party; all LRs are jointly liable for damages suffered by the Company in accordance with civil and other relevant laws. 1. A company must have at least one legal representative resident in Vietnam. Whenever this representative leaves Vietnam, he/she must authorize another Vietnamese resident in writing to act as a legal representative, in which case the enabling person is still responsible for the performance of the authorized person. · The existing legal framework does not confer ownership of the maritime area necessary for the development of offshore wind. Decree 11/2021 deals with the allocation of maritime zones to investors for the implementation of offshore investment projects, including offshore wind development. However, according to Decree 11/2021, the investor is not allowed to transfer the allocated maritime area and does not have the exclusive right to use the maritime area. In other words, the government can allocate the same maritime area to other investors to develop other projects, as long as these projects do not collide with offshore wind projects.

The allocation of maritime zones is done by an administrative decision that could technically be revoked by the government. Every company legally registered in Vietnam must have at least one legal representative (đại diện pháp luật). Legal representative, by definition, is a person who represents a company, exercises the rights and obligations arising from transactions, represents the company as plaintiff, defendant or agent before the court, and has other rights and obligations under the law. Every company in Vietnam must have at least one legal representative. The legal representative carries out transactions that bind the Company, acts as the Company`s representative in legal proceedings and exercises all other rights and obligations under the law. With the exclusive power to bind and represent the company, the legal representative is in many ways similar to the director or board of directors in Western societies. In case the legal representative does not return to Vietnam at the end of the authorization period and does not grant any other approval: Prior to their execution by the LR, contracts/obligations must be reviewed and confirmed by another responsible party to ensure that they are legal and enforceable. For foreign investors who are not able to reside permanently in Vietnam to be the legal representatives of the company, hiring an appointed director offers a solution. A nominee director is a dedicated and selected representative of the corporation.

This person can be of any nationality, but must reside full-time in Vietnam. Section 14 of the Companies Act 2014 provides that the legal representative of a company has the following responsibilities: Second, because the LR is the person who represents the company to exercise the rights and obligations arising from a company transaction, the company must establish a strictly internal compliance system. For example, contracts, documents, etc. submitted to the LR for execution must be checked and confirmed in advance by the relevant departments of the company (e.g. the purchase contract must be reviewed by the sales, finance and legal departments before being submitted to the legal representative for execution); or the company has a letter of delegation for LR to authorize key personnel, execute or execute certain transactions on behalf of the company, etc. (2) In a limited liability partnership with two partners, if the member who is the legal representative of the partnership is dead, missing, prosecuted, held in pre-trial detention, serving a custodial sentence, serving an administrative sentence in a correctional institution or rehabilitation centre, fleeing; has limited legal capacity or is legally incapable, has difficulty controlling his or her own conduct, is prohibited by the court from holding certain positions or performing certain work, the other member obviously assumes the function of legal representative of the company until the board of directors takes a new decision on the legal representative of the company. The importance of choosing the right person to act as your company`s representative in Vietnam should not be overlooked. The sustainability of your business depends on many factors, including the legal representative. As a legally registered and leading consulting firm in Vietnam, Cekindo`s team of experienced consultants and legal specialists will be happy to help you meet your need for a legal representative.

We will draft a reliable nominee agreement signed by both parties. In certain special cases, the Court of Justice is empowered to appoint the lawyer in the course of the proceedings. A corporation or a business corporation may have one or more legal representatives. The company`s articles of association determine the number, management position, rights and obligations of the legal representative (Article 2, Article 13 of the Companies Act 2014). Companies may determine the number of their legal representatives when exercising rights and obligations arising from commercial transactions. To realise the potential of offshore wind development in Vietnam, Vietnam`s National Assembly will likely need to enact a new law that provides a more comprehensive and coherent legal framework to support an offshore wind project. Indeed, (1) the existing legal framework is insufficient for the development of offshore wind and (2) issues under the existing legal framework should be dealt with by the National Assembly as the supreme legislative authority in Vietnam. In particular, Legal representative of the company: roles and responsibilities Legal representatives (đại diện theo pháp luật) play an important role in running a business in Vietnam. Indeed, thirdly, the Company must note that certain documents, transactions, etc.

carried out by the LR must be agreed and / or approved by the competent bodies provided for in the Companies Law 2020 and the Articles of Association. For example, for a limited liability company with two or more members, contracts, transactions between the company and members, authorized representatives of members, directors or general managers, company LR, etc. must be approved by the board of directors; the person who signs contracts or transactions on behalf of the Corporation must inform the members of the Board of Directors and the Comptroller of related matters and interests in such contracts or transactions; as well as the draft contract or the main content of the transaction to be executed. (b) If the company is a limited liability company, a joint-stock company or a partnership, the authorized person will continue to act as the legal representative of the company until the authorized person returns or until the owner, partner or director of the company appoints another legal representative.