Legal Representative of an FDI Company in Vietnam: Rules

The legal representative is the person who enters into transactions on the company’s behalf, signs contracts and is responsible before the law for all enterprise activities. In FDI companies, this position is often held directly by the foreign investor or delegated to a Vietnamese person. The Law on Enterprises (2025 amendment) requires the company to always have at least one representative residing in Vietnam; common mistakes are appointing a “nominal” representative, failing to update records when personnel change, or the representative travelling abroad for a long period without a valid authorisation — leading to contracts being invalidated and bank accounts getting stuck when signatures need changing.

For FLAT LAW FIRM’s clients, a good legal work plan must answer three questions: whether the dossier has sufficient legal basis, which authority is competent at the time of implementation, and which option reduces risk while still fitting the client’s commercial or family goals.

This article is written from a practical angle, makes no commitment to outcomes and does not replace individual advice. The analysis is built on current law, while using cautious agency wording following changes to the state apparatus, administrative boundaries and the court system.

Quick summary

Topic	Legal representative of an FDI company
For whom	FDI enterprises, foreign investors and in-house legal teams.
Points to check	Capacity, supporting documents, competent authority, timelines and risks arising at the time of filing.
Desired outcome	A clear course of action, standardised documents, quantified risks and business/family decisions made on a cautious legal basis.

Key legal issues: Legal representative of an FDI company

A company may have one or more legal representatives; the number, titles and scope of authority are decided by the company charter on the basis of Article 12 of the Law on Enterprises. In FDI companies, it is common for the charter to state generically “the General Director is the legal representative” without clearly delineating authority when there are two or more representatives — then when signing a major contract or when investor disputes arise, it cannot be determined who may sign, and the transaction risks having its validity challenged.

A mandatory point often overlooked: the company must always ensure at least one representative residing in Vietnam. Many FDI companies have all representatives as foreigners permanently outside Vietnam, or their representative travels abroad for a long period without a valid authorisation — the company then has no one to sign lawfully, bank accounts get stuck when signature changes are needed, and filings to state agencies are returned.

The third issue is the “nominal representative”: having someone else stand on the licence while actual management rests with another person. The person whose name is on record remains fully legally responsible before state agencies and third parties; informal agreements to “just lend the name” are almost impossible to prove when disputes arise. Every change of representative must be notified as an enterprise registration content change and synchronised at the bank, the tax authority and social insurance.

Legal basis and verification sources

Process or dossier checklist

Step 1 — Review the charter: determine the number of representatives, titles attached to positions, and the scope of authority of each person; amend the charter first if the delineation is unclear.

Step 2 — Prepare internal documents: the resolution of the owner/Members’ Council/General Meeting of Shareholders on the change (or appointment) of the representative; personal papers of the new person (citizen ID card/passport; visa, work permit if a foreigner working in Vietnam).

Step 3 — Notify enterprise registration content changes: file at the business registration authority (Department of Finance) under Decree 168/2025/NĐ-CP; receive the updated Enterprise Registration Certificate.

Step 4 — Synchronise updates: register the new signature at the bank; update information with the tax authority and the social insurance agency; notify key counterparties.

Step 5 — Review the transition period: list contracts, authorisations and licences signed by the outgoing person that are still in force; determine which documents need re-signing or confirmation of continued validity to avoid authority gaps.

Common risks

Risk 1 — “Nominal” representative: the person whose name is on record bears all tax liabilities, debts and administrative violations of the company, even though they do not actually manage it.

Risk 2 — No representative residing in Vietnam: violates the Law on Enterprises requirement; the company cannot sign filings and cannot open/change bank accounts.

Risk 3 — Long overseas absence without authorisation: all documents signed during the absence may be challenged; a valid written authorisation is needed, and the authorising person remains responsible for the authorisation.

Risk 4 — Late notification of change: contracts signed by the old representative after the change risk invalidity; state agencies still record the old person as the lawful representative until the change dossier is approved.

Risk 5 — Unclear authority division in the charter: with multiple representatives, failing to delineate who signs which types of transactions leads to internal disputes and counterparties demanding re-confirmation, dragging out transactions.

Competent authorities and filing points

The authority receiving the notification of a change of representative is the business registration authority — currently the Department of Finance — where the enterprise has its head office, following the procedure for changing enterprise registration content under Decree 168/2025/NĐ-CP. Where the change is tied to a change of investor or project structure, the enterprise must also review its obligation to amend the Investment Registration Certificate at the investment registration authority.

Beyond the administrative procedure, the enterprise must work directly with the bank (signature registration), the tax authority and the social insurance agency to update the representative. Where the new representative is a foreigner, additional procedures for work permits, visas and temporary residence cards are needed if that person works in Vietnam.

When to contact a lawyer

A lawyer should be involved when transaction values are large, where foreign elements are present, or when a quick decision is needed before signing or filing. For the representative topic specifically, three signs warrant early contact: (1) investors disagree on who the representative is or the scope of each person’s authority; (2) the representative is a foreigner frequently absent from Vietnam without a clear authorisation mechanism; (3) before each change of representative, to design a handover sequence that leaves no authority gap and to review the charter for consistency.

What FLAT LAW FIRM does

FLAT LAW FIRM supports document review, legal issue identification, source-of-law verification, evidence assessment and action-plan building in Vietnamese, Chinese and English.

For foreign clients or Chinese-speaking investors, we help translate business or family requirements into specific legal checklists, avoid crude machine translation, and ensure key terms are understood consistently across parties.

The scope of support may include initial consultation, document drafting, contract review, dossier standardisation, liaison with related parties, dispute material preparation and coordination with counsel when representation in formal procedures is needed.

Talk to FLAT LAW FIRM

If your enterprise or foreign investors need support on investment, licences, contracts, disputes or retainer legal advisory in Vietnam, FLAT LAW FIRM can assess the issue, propose options and implement the appropriate work. Please contact us for advice.

FAQ

How many legal representatives can an FDI company have?

The law permits a company to have one or more legal representatives; the number and authority are decided by the company charter. With multiple representatives, the charter should clearly delineate who may sign each type of transaction to avoid internal disputes.

Can a foreigner be the legal representative?

Yes. However, the company must always ensure at least one representative residing in Vietnam under Article 12 of the Law on Enterprises.

What if the representative travels abroad for a long time?

They must authorise another person in writing to exercise their rights and obligations; the authorising person remains responsible for that authorisation.

Must a change of representative be registered?

Yes. The enterprise must notify the business registration authority of the enterprise registration content change within the statutory deadline, and simultaneously update signatures at the bank and with counterparties.

What is the risk of a “nominal” representative?

The person named on the licence remains fully legally responsible before state agencies and third parties; informal “name-lending” agreements are very hard to prove in disputes.

When should a lawyer review?

When investors dispute representation rights, when the validity of signed contracts needs assessment, or before each change of representative.