Advantages of Using Incorp Vietnam’s Nominee Director Service
Overview of Legal Representative RequirementsA Legal Representative is a mandatory role in any company registered in Vietnam. As the name implies, this person represents the company and plays a crucial role in business operations in Vietnam. According to Vietnamese law, the Legal Representative has the authority to bind the firm, represent it in court, and carry out its rights and responsibilities. Applying for business licenses, adjusting registered capital, and opening corporate bank accounts all require the involvement of the Legal Representative.
Requirements to Be Eligible as a Legal RepresentativeThe Legal Representative can be anyone, regardless of nationality, working in the company in a managerial position or higher, and living in Vietnam full-time. If he/she is going to be out of Vietnam for more than 30 days, then he/she can give Power of Attorney (POA) to another qualified Legal Representative. In other words, the enterprise must ensure that there is always a legal representative in Vietnam that is responsible for the business. To sum up, the Legal Representative can be an investor or someone working in the company with the following qualifications:
- In a management role
- Residing in Vietnam full-time
- Nationality can be foreign or local
- Adults who are eighteen years of age or older
- Having total legal capacity within the company
- Not subject to a ban on establishing and managing enterprises in Vietnam
Full Scope of Work of the Legal RepresentativeDepending on the type of company, the position of the representative, and the provisions of the charter and policies of the enterprise. Example: For a limited liability company with 2 or more members The Law stipulates the organizational structure of management in a limited liability company of 2 or more members having a Board of members, a chairman of the Members’ Council, a director or general director. And the company must have at least 01 legal representative holding the title of Chairman of the Members’ Council or director or general director. In case the legal representative of the Company is the chairman of the Members’ Council, in addition to the obligations to be performed by the chairman of the company in accordance with the law, such representative may have to perform other obligations. in accordance with the company’s charter or policy (if any).
Assign a Legal Representative Through a Nominee Director ServiceA Nominee Director is not the same as a Nominee Shareholder. Unlike a Nominee Director that represents the company at any required time, a Nominee Shareholder is a dedicated and inactive owner and shareholder of the company which a foreign investor will use to open a restricted line of business.
Nominee Director Vs Nominee Shareholder
A Nominee Director is not the same as a Nominee Shareholder. Unlike a Nominee Director that represents the company at any required time, a Nominee Shareholder is a dedicated and inactive owner and shareholder of the company which a foreign investor will use to open a restricted line of business.
How much power does the legal representative have in the company?
In purely business terms, this person exercises and carries out the rights and obligations derived from the enterprise’s transactions on behalf of the enterprise.
However, the number, function, rights, and obligations of the enterprise’s legal representatives shall be set forth in the charter. The charter must outline each legal representative’s responsibilities and rights if there are more than one. Otherwise, each of the legal representatives will stand in for the business as a whole and share responsibility for any harm it may suffer.
Source: Law on Enterprises
If I want to change the legal Representative how is this done?
1. In case there is a change in the content on the Investment Registration Certificate (IRC), the enterprise shall send the following dossier to the competent authority: a) A written request for adjustment of the Investment Certificate b) Report on the investment project’s progress up until the time the investment project modification request was made. c) A copy of the audited financial statement d) Decide on the adjustment of the investor’s investment registration. e) If the foreign-owned firm changes its investment registration concurrently with the change in enterprise registration, a notarized copy of the enterprise registration certificate with updated information is required. f) A notarized copy of the issued investment registration certificate and the latest certificate of registration for adjustment of the investment registration certificate. g) A copy of the decision on investment policies, adjusted to apply to the foreign company subject to the decision on investment policy. Therefore, the investor must first go through the processes for applying for an amended investment registration certificate before making an adjustment to the choice on investment policy. h) Documents required for each amendment. Processing time: 15 days
2. In the case of changes in the content on the ERC, depending on the type of business, the state agency requires different submissions. Processing time: 03 days
Meet Our Expert
Cecilia Nguyen is the Legal Manager of InCorp Vietnam and has spent 8 years working experience in the legal field with more than 5 years practicing law professionally, specializing in foreign investment, business registration, work permit for foreign workers in Vietnam, composing & reviewing Service Contracts.