Foreign Legal Representative residing in Vietnam

Appointing a Foreign Legal Representative residing in Vietnam is not only permitted by law but also brings benefits such as increased professionalism, expansion of international relations, and improved corporate governance capacity. This article provides information on legal conditions, registration procedures, and important notes when appointing a foreigner as a legal representative in Vietnam.

Regulations regarding the responsibilities of the legal representative of a business.

The legal representative plays a central role in establishing and executing transactions on behalf of the enterprise. Based on Clause 1, Article 13 of the Law on Enterprises 2020, responsibilities include:

• Executing rights and obligations honestly, carefully, and in the best manner to ensure the enterprise’s lawful interests.
• Being loyal to the enterprise’s interests; not abusing position, information, or assets for personal gain.
• Timely and fully notifying the enterprise about owned or related businesses as prescribed

>>> See more: Enterprise Registration Withdrawal Guide

Conditions for a business’s legal representative to be a foreigner residing in Vietnam.

To assume the position, a foreigner must meet strict standards regarding civil act capacity and specialized regulations.

Meeting labor conditions

Foreigners holding management titles (Director/General Director) must comply with Article 151 of the Labor Code 2019:

• Be 18 years or older with full civil act capacity.
• Have professional qualifications, skills, and experience; have sufficient health as prescribed by the Ministry of Health.
• Not be serving a penalty, have not had a criminal record expunged, or be under criminal prosecution.
• Have a Work Permit issued by a competent Vietnamese authority (unless exempt under Article 154).

Note: The labor contract term must not exceed the Work Permit term.

>>> See more: Notification and Registration of Enterprise Change: Distinction Guide

Accommodation regulations

Clause 3, Article 12 of the Law on Enterprises 2020 requires enterprises to ensure at least one legal representative resides in Vietnam.

• “Residing in Vietnam” means frequent presence, compliance with immigration and temporary residence registration.
• Mandatory Presence: If there is only one legal representative, this person must reside in Vietnam.
• Authorization upon Exit: When leaving Vietnam, they must authorize in writing another individual residing in Vietnam to perform rights and obligations.
• Absence: If absent for more than 30 days without authorization, the enterprise must appoint a replacement (Clauses 4 & 5, Article 12).

Some expert advice on choosing a foreign national residing in Vietnam as the legal representative for a business.

Appointing a foreigner brings advantages but also administrative challenges.

1. Updating Passport Info: According to Clause 3, Article 28 of the Law on Enterprises 2020, passport numbers are mandatory content on the Enterprise Registration Certificate. When the representative renews their passport, the enterprise must perform the procedure to update enterprise registration information.
2. Authorization: Authorization documents must clearly state scope and duration to avoid internal disputes.
3. Personal Income Tax (PIT): Foreigners residing in Vietnam are subject to PIT on global income. Declaration and finalization must be accurate.

Long Phan Consulting provides consulting services on selecting a legal representative for a business who is a foreign national residing in Vietnam.

Long Phan Consulting Company provides comprehensive solutions for appointing and managing Foreign Legal Representatives Residing in Vietnam:

• Consulting: Advising on residence conditions, civil capacity, and standards.
• Labor Compliance: Drafting dossiers for Work Permits or exemption confirmations; advising on PIT and social insurance.
• Internal Governance: Drafting authorization systems and internal regulations ensuring compliance with the Law on Enterprises 2020.
• Administrative Procedures: Drafting dossiers for changing enterprise registration content (new appointment or passport update).
• Representation: Representing Clients to work with authorities for Temporary Residence Cards, Visa extensions, and Work Permits; submitting dossiers at the Business Registration Office.

Frequently Asked Questions

Below are some frequently asked questions regarding the appointment of a foreign legal representative for a business in Vietnam.

What labor conditions must a foreigner meet?

Must be 18+, have full civil act capacity, professional qualifications, health, no criminal record, and a Work Permit (unless exempt). (Legal Basis: Article 151, Labor Code 2019).

Must the enterprise have a legal representative residing in Vietnam?

Yes. At least one legal representative must reside in Vietnam. If there is only one, they must reside in Vietnam. (Legal Basis: Clause 3, Article 12, Law on Enterprises 2020).

What must the sole foreign representative do when leaving Vietnam?

Must authorize in writing another individual residing in Vietnam to perform rights and obligations. (Legal Basis: Clause 3, Article 12, Law on Enterprises 2020).

What if the sole representative is absent >30 days without authorization?

The company owner/Members’ Council/Board of Directors must appoint another person as the legal representative. (Legal Basis: Clause 5, Article 12, Law on Enterprises 2020).

Do I need to register changes when the representative gets a new passport?

Yes. You must update the enterprise registration information as the legal paper number is mandatory content. (Legal Basis: Clause 3, Article 28, Law on Enterprises 2020).

Conclusion

Appointing a Foreign Legal Representative Residing in Vietnam requires strict compliance with enterprise, labor, and residence regulations. To ensure continuity and compliance, please contact Long Phan Consulting Company via Hotline 1900636389. for professional support.