Advantages of Using Incorp Vietnam’s Nominee Director Service

  • Risk-free Business Process

    We understand why you might be hesitant to do business in a frontier market like Vietnam. We have been operating fully within the law and helping foreign companies set up their business while staying compliant for decades.

  • Remote and direct services available

    Besides in-person business consulting, we do offer 100% online services. Consultation, billing, onboarding, and other processes can be completely digital, and tailor-made to your preference from anywhere in the world.

  • Corporate Services Leader

    We are part of InCorp group, a regional leader in corporate solutions, present in 8 different countries serving over 15,000 customers.

Investor Visa in Vietnam

Overview of Legal Representative Requirements

Every company legally registered in Vietnam is required to have at least one Legal Representative. As the name implies, the Legal Representative will represent the company and play a crucial role in the business operations in Vietnam.

According to Vietnamese law, only the Legal Representative has the authority to bind the firm, represent it in court, and carry out its other rights and responsibilities.

The Legal Representative must be involved in business activities such as the application of business licenses, registered capital adjustments, and corporate bank account opening.

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Requirements to Be Eligible as a Legal Representative

The 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 or higher
  • 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
It is also worth noting that it is possible to have more than one Legal Representative in a company in Vietnam.
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Full Scope of Work of the Legal Representative

Depending 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).

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Assign a Legal Representative Through a Nominee Director Service

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.

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

What law can is associated with this regulation?

Law on Enterprises 2020

Meet Our Expert

Cecelia Nguyen

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.

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