Vietnam Business Registration Power of Attorney

A business registration power of attorney is a legal document recording a business founder’s appointment of another individual or organization to execute legal procedures on their behalf. This document must comply with the Civil Code and the Law on Enterprises. Drafting this authorization form requires precision regarding information and the scope of work. This article by Long Phan Consulting Company analyzes the regulations and provides a standard text template.

The Right to Authorize Business Registration

The right to authorize business registration is recognized and protected by Vietnamese law. This mechanism allows the business founder (individual or organization) to appoint another entity (the authorized person) to carry out procedures in their name.

This right originates from the regulations on representation in Article 135 of the 2015 Civil Code. The business founder, as the party with rights and obligations, may transfer the implementation of administrative procedural obligations to a third party. However, the authorizer (principal) remains ultimately responsible for the accuracy and honesty of the business registration dossier. Using a business registration power of attorney is a common method to exercise this right, especially when founders lack time or legal process knowledge.

The authorization process must strictly adhere to legal regulations. Under Article 12 of Decree No. 168/2025/NĐ-CP, the person with authority to sign the authorization document can appoint an individual or an organization (e.g., a legal services firm like Long Phan Consulting Company).

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Key Contents for the Power of Attorney

Drafting a business registration power of attorney demands absolute accuracy in its content. The clauses in this document directly define the scope of authority and the limits of liability for the parties. Any error, however minor, can lead to the business registration dossier being rejected, requiring amendment, or causing future legal disputes.

Scope of Authorization

The scope of authorization is the core clause. This content must be described in a detailed, specific, and unambiguous manner. Clients must clearly list the tasks the authorized person is permitted to perform.

These tasks typically include:

• Drafting and signing documents within the business registration dossier (excluding specific primary corporate documents).
• Submitting the dossier at the Business Registration Office (specify the agency), and monitoring the process.
• Amending and supplementing the dossier as required by the specialist; receiving the Certificate of Business Registration.
• Performing post-registration procedures such as seal carving (if needed) and announcing the seal sample.

Defining a scope that is too broad (e.g., “perform all tasks related to business establishment”) carries risk. Conversely, a scope that is too narrow may prevent the authorized person from handling emergent situations, forcing a redraft of the authorization.

Term of Authorization

The term of authorization determines the legal validity of the business registration power of attorney. If the parties do not specify a term, the authorization will be valid for one year from its establishment date.

In business registration, this default creates risk. The optimal solution is to define a clear term. Clients can choose two methods: specify a fixed period (e.g., 06 months from the signing date) or link the term to a legal event (e.g., “from the signing date until the authorized party completes the procedures and receives the Certificate of Business Registration”).

The term must also account for processing time and potential time needed for dossier amendments. The document should also anticipate cases of early termination.

Cost and Fee Regulations

Content regarding costs and remuneration (if any) must be clarified to avoid disputes. The authorization can be non-remunerated (common between trusted individuals) or remunerated (common when using services).

If remunerated, the document should state the fee and payment method. More importantly, it must distinguish between “remuneration” (the service fee) and “costs” (state fees, business registration content publication fees, seal carving fees, etc.).

The authorization must define which party is obligated to pay these costs, or whether the authorized party can receive an advance for them. For professional service contracts, these details are typically specified in the service contract, while the business registration power of attorney focuses only on establishing the right to represent.

Standard Power of Attorney Template from Long Phan Consulting

Note that current law does not mandate a standard form for business establishment authorization. Clients are free to choose a format, provided it contains all necessary content.

Long Phan Consulting Company provides a template that strictly complies with current legal regulations, built upon the 2015 Civil Code’s requirements for representation and authorization. Clients may use this form as a reference.

SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness —–o0o—–

…………….. , [Date] …… [Month] …… [Year] 20…….

POWER OF ATTORNEY (Re: Implementing business registration procedures)

• Pursuant to the Civil Code of the Socialist Republic of Vietnam No. 91/2015/QH13.
• Pursuant to the Law on Enterprises of the Socialist Republic of Vietnam No. 59/2020/QH14.
• Based on the needs of the parties.

I. THE AUTHORIZING PARTY (PARTY A):

Full name [1]: ……………………………………………………….., Date of birth: ……. / ……. / ……….. ID Card/Citizen ID/Passport No. [2]: …………………….. Issued by: …………….. Issue date: ….. / ….. / ….. Permanent address [3]: ……………………………………………………………………………………. Contact phone number: …………………………………………………………………………………….. (If Party A includes other founding members/shareholders, list their full information similarly)

II. THE AUTHORIZED PARTY (PARTY B):

Full name [4]: ……………………………………………………….., Date of birth: ……. / ……. / ……….. ID Card/Citizen ID/Passport No. [5]: …………………….. Issued by: …………….. Issue date: ….. / ….. / ….. Permanent address [6]: ……………………………………………………………………………………. Contact phone number: ……………………………………………………………………………………..

III. SCOPE OF AUTHORIZATION [7]:

Party A agrees to authorize Party B to act on Party A’s behalf to perform the following tasks related to the establishment of [Proposed Company Name]:

1. Draft, and sign necessary documents and papers in the business registration dossier (excluding primary corporate legal documents).
2. Represent Party A to submit the business registration dossier at the Business Registration Office – [Name of province/city] Department of Planning and Investment.
3. Monitor the application processing, and execute amendments or supplements to the dossier as required by the competent state agency.
4. Receive the result: the Certificate of Business Registration.
5. Carry out post-establishment legal procedures, including: [List if applicable, e.g., seal carving, publication of seal sample, publication of business registration content].

Party B is obligated to perform the work strictly within the scope of this authorization, report to Party A promptly, and comply with the law.

IV. TERM OF AUTHORIZATION [8]:

This Power of Attorney is effective from the signing date until Party B completes the tasks specified in Section III and delivers the results to Party A, but shall not exceed 12 months.

V. COMMITMENT:

• The two parties commit to being fully responsible before the law for all information in this authorization.
• Party A is fully responsible for the accuracy of the business registration dossier executed by Party B under this authorization.
• Any disputes arising (if any) will be resolved by the two parties through negotiation, in compliance with the law.

This Power of Attorney is made in 02 (two) copies [9]; each party keeps 01 (one) copy [10], and both have equal legal validity.

THE AUTHORIZING PARTY [11] (Sign, full name)

THE AUTHORIZED PARTY (Sign, full name)

Reference Notes:

• [1], [2], [3]: Information of the authorizer (business founder). Must be exact as on identification documents.
• [4], [5], [6]: Information of the authorized party.
• [7]: Must describe tasks specifically. This is the most critical content of the business registration power of attorney.
• [8]: The term must be clear.
• [9], [10]: The number of copies depends on the agreement.
• [11]: According to the Law on Enterprises, a power of attorney for an individual to perform procedures does not require notarization or certification.

Clients should note that the content and form above are for reference only and do not replace professional legal advice for a specific case.

>>> See more: SAMPLE POWER OF ATTORNEY PROVIDED BY LONG PHAN CONSULTING

Business Establishment Support Services at Long Phan Consulting

Long Phan Consulting Company provides professional support services related to the business establishment process. We assist clients through all stages, from initial legal preparation until the business is officially operational. Our service ensures absolute compliance with legal regulations, optimizing time and costs for investors.

Our service package is designed to comprehensively address client requirements, including detailed legal support components:

• Analyzing the advantages and disadvantages of business types (LLC, JSC, Sole Proprietorship) for client selection.
• Assisting in searching for and selecting a business name, and registering business lines (including conditional lines).
• Drafting the complete establishment dossier, including the Charter, List of members/shareholders, and the Application for Business Registration.
• Acting as the authorized party, submitting the dossier on the client’s behalf at the Business Registration Office (Department of Planning and Investment).
• Proactively monitoring the dossier processing, working directly with state agencies to resolve requests for amendments.
• Receiving the Certificate of Business Registration and delivering it to the client within the committed timeframe.
• Providing consultation on the legal entity seal carving procedure and publishing the seal sample on the national portal.
• Assisting with opening a corporate bank account, registering for electronic tax payment, and notifying the tax authority of the account.

Frequently Asked Questions

Below are common questions regarding the business registration power of attorney form.

Legal basis for authorizing registration procedures?

The right to authorize business registration (right of representation) is established based on regulations for authorization.

Legal Basis: Article 135, 2015 Civil Code.

Who can be authorized to perform registration procedures?

The person with authority can authorize an individual or an organization (e.g., a legal service firm).

Legal Basis: Article 12, Decree No. 168/2025/NĐ-CP.

Effective term if not specified?

If the parties do not agree on a specific term, the power of attorney is effective for one year from the date of its establishment.

Legal Basis: 2015 Civil Code.

Is notarization or certification required?

No. A power of attorney for an individual to perform business registration procedures does not require notarization or certification.

Legal Basis: 2020 Law on Enterprises.

Is there a mandatory standard template?

No. Current law does not prescribe a standard form. Clients can draft their own, provided it ensures all necessary legal content.

Legal Basis: 2015 Civil Code and 2020 Law on Enterprises.

Conclusion

Preparing a business registration power of attorney is a foundational step requiring legal understanding. To ensure accuracy, efficiency, and risk prevention, clients should use professional consulting services. Please contact Long Phan Consulting Company via Hotline 1900636389 for timely and in-depth support on all business establishment procedures.