An FDI company in Dong Nai has a Korean general director who travels constantly; whenever he is away, contracts and bank files wait for his signature, and one shipment was delayed at customs because nobody could sign validly in his place. The solution many companies choose is adding a second legal representative — usually the finance director based in Vietnam. But this is not just adding a name: it forces the company to redesign how signing authority is divided in the charter, or it creates two “centres of power” signing over each other.
This article sets out the conditions, the registration procedure, and how to divide authority between two representatives so the mechanism helps rather than creating authority risk.
The charter decides how many representatives there are and what each may do
Clause 1 of Article 12 of the Enterprise Law 59/2020/QH14 allows a limited liability company or joint stock company to have one or more legal representatives, and assigns to the charter the number, management titles, rights and obligations of each. The pivotal rule is Clause 2 of the same article: where the charter does not provide otherwise, all legal representatives have equal rights and obligations under Article 13. In other words, if the company merely “adds a name” without dividing authority in the charter, each representative by default holds full authority like the other — including signing major contracts or opening and closing accounts.
The substantive work of this procedure is therefore redrafting the charter clause on representatives: list each person’s title; divide authority by transaction-value threshold or by field (for example the first representative signs transactions above a set value and all capital transactions; the second signs day-to-day operational documents, tax and customs files); provide for substitution when one is absent; and state the rule for conflicting signatures. Third parties dealing with the company rely on the charter and the published registration information to verify authority, so the clearer the charter, the lower the authority-dispute risk.
Registration procedure for adding a representative
The sequence has three internal steps and one registration step. Internally: the competent body (the Members’ Council for a multi-member LLC; the General Meeting of Shareholders or the Board of Directors, as the charter allocates, for a joint stock company) approves the appointment of the second representative and the amendment of the charter’s representative clause. The appointee’s personal documents (passport for a foreigner) are assembled as required by Decree 168/2025/ND-CP.
Registration: a change of legal representative is a change of registered enterprise information; the company files with the Business Registration Office within 10 days from the date of change under the Enterprise Law 59/2020/QH14 and Decree 168/2025/ND-CP. Only after the ERC records both representatives does the company have the basis to update signatures at the bank and notify major counterparties — the order matters because banks reconcile against current registration information.
Bank, digital signature and operational updates after registration
At the bank, the company must re-register representative information and specimen signatures for both the payment account and the investment capital account (ICA) under Circular 38/2026/TT-NHNN: file the new ERC, the appointment decision and the amended charter so the bank records who may sign payment orders and up to what value. If the charter limits the second representative to operational transactions, the bank mandate should mirror that limit instead of registering full authority for both.
With tax and customs authorities, the new representative must be updated in the tax registration file and in the enterprise’s digital signature information where the token is tied to the former individual. Operationally, the company should issue an internal signing-authority regulation aligned with the charter (a signing matrix by document type and value), because staff and counterparties work from that regulation daily, while the charter is the legal reference in a dispute. A common failure is a tightly divided charter while the internal regulation and the bank mandates still give both representatives full authority — when a dispute erupts, the documents that count against third parties are the charter and what was registered at the bank.
Frequently asked questions
What is the procedure to add a second legal representative?
Four steps: (1) the competent body (Members’ Council, or the General Meeting of Shareholders/Board of Directors per the charter) approves the appointment and amends the representative clause in the charter; (2) prepare the appointee’s personal legal documents under Decree 168/2025/ND-CP (passport for a foreigner); (3) file the change of registered enterprise information with the Business Registration Office within 10 days from the change; (4) once the ERC records both representatives, update specimen signatures and representative information at the bank and with the tax authority. The step that must not be skipped is amending the charter to divide each representative’s authority — not merely adding a name.
With two representatives, who signs contracts — must both sign?
Not both, unless the charter so provides. Under Clause 2 of Article 12 of the Enterprise Law 59/2020/QH14, if the charter does not divide authority, each representative holds full equal authority and one signature binds the company. A company wanting control must divide authority in the charter itself: by value threshold, by transaction field, or by requiring joint signatures for specified transactions. Where authority has been divided, a representative signing outside his scope may not bind the company against a good-faith third party who checked the charter — but internal liability still arises, so the division must come with a clear internal signing regulation.
What must the charter be amended to say when adding a representative?
At minimum four points: the number of legal representatives and each one’s title; the scope of each one’s rights and obligations (divided by transaction value, field, or document type); substitution mechanics and what happens when one is absent, incapacitated or removed; and any joint-signature requirement for special transactions such as borrowing, asset transfers or guarantees. If the old charter names one specific individual, replace that clause with a mechanism described by title so the charter does not need amending at every personnel change. The charter amendment must be approved at the voting threshold the charter and the Enterprise Law 59/2020/QH14 prescribe for charter amendments.
Must the bank be notified when a representative is added?
Yes — operationally mandatory, not a formality. Banks execute orders against current enterprise registration information and the registered specimen-signature file: a new representative not yet updated at the bank will have signatures refused on payment orders, including from the investment capital account under Circular 38/2026/TT-NHNN. The update file comprises the new ERC, the appointment decision, the amended charter and specimen signature registration; where the charter divides authority by value, the company should ask the bank to record exactly that limit in the transaction mandate.
This article has been quality-reviewed by the FLAW AI Legal Council