The setup: a foreign investor appoints a sitting state official as the legal representative of the project company. The IRC dossier is rejected: the appointee falls under the persons barred from managing enterprises. In another file, the representative’s passport copy is uncertified and the power of attorney for the filing agent is missing — also rejected. The legal representative is the dossier’s legal face; if that face is invalid, the file cannot proceed.
Who may not be a legal representative?
Article 12 of the Enterprise Law 59/2020/QH14 defines the enterprise’s legal representative. Article 17(2) lists persons barred from establishing and managing enterprises: state cadres, civil servants and public employees; officers of the armed forces; minors; persons with lost or restricted civil act capacity; persons under criminal prosecution or serving sentences; and persons banned by courts from holding managerial posts. Appointing anyone in these groups as legal representative gets the dossier rejected at the eligibility check.
Three paperwork traps around the representative
- Uncertified personal papers: a foreign representative’s passport copy without consular legalization or Apostille, or without notarized Vietnamese translation.
- Invalid authorization: the person physically filing the dossier lacks a lawful power of attorney from the investor or the representative.
- Mismatch between appointment and filing: the appointment decision names one person while the application letter is signed by another, with no explanation.
How to fix it
- Replace with an eligible person if the appointee falls under Article 17 prohibitions — no paperwork can cure ineligibility.
- Complete the personal file: certified passport copy, notarized translation, and a lawful power of attorney where filing is delegated.
- Keep signatures consistent across the appointment decision, the application letter and the dossier — one person, one signature chain.
Frequently asked questions
1. May a foreigner be the legal representative?
Yes. The law imposes no nationality requirement; a foreigner may serve if eligible, with personal papers properly certified and translated and a lawful contact address.
2. How many legal representatives may a company have?
The charter decides; a company may have one or more. If several, the charter must allocate their rights and obligations clearly.
3. The representative lives abroad — how to sign the dossier?
Sign abroad with consular legalization or Apostille as applicable, or authorize a local agent with a lawful, certified power of attorney.
4. May a state official direct an FDI company?
No. Article 17(2) of the Enterprise Law bars cadres, civil servants and public employees from managing enterprises.
5. Changing the representative after IRC issuance?
File an IRC amendment plus an ERC change notification; the new representative’s personal file must meet the same standards. Appointing the right person at the start is cheaper than fixing the dossier later.
This article has been quality-reviewed by the FLAW AI Legal Council