Legal Representative Requirements for FDI Companies in Vietnam 2026

Who Is the Legal Representative?

A legal representative is an individual authorized to act on behalf of a company in exercising rights and fulfilling obligations arising from business transactions. The legal representative also represents the company before courts, arbitration tribunals, and government authorities.

For foreign-invested enterprises (FDI), the legal representative plays a crucial role in signing investment documents, company registration documents, commercial contracts, and ensuring compliance with Vietnamese laws.

Is a Legal Representative Mandatory for an FDI Company?

Yes.

Under Vietnam's Enterprise Law 2020, every enterprise established and operating in Vietnam must have at least one legal representative.

This requirement applies to:

• Single-member limited liability companies with foreign ownership;
• Multi-member limited liability companies with foreign ownership;
• Joint-stock companies with foreign investment;
• Joint ventures between Vietnamese and foreign investors.

Can an FDI Company Have More Than One Legal Representative?

Yes.

Vietnamese law allows a company to appoint one or multiple legal representatives.

The company charter must clearly specify:

• The number of legal representatives;
• Their positions and titles;
• Their respective rights and responsibilities.

Large FDI enterprises often appoint multiple legal representatives to ensure uninterrupted operations and management flexibility.

Who Can Serve as a Legal Representative?

The legal representative must be an individual.

The position may be held by:

• A foreign investor;
• A shareholder or capital contributor;
• The company owner;
• General Director;
• Director;
• Chairman of the Members' Council;
• Company President;
• Chairman of the Board of Directors.

Vietnamese law does not require the legal representative to be a Vietnamese citizen.

Therefore, foreign nationals may legally serve as legal representatives provided that they satisfy applicable legal requirements.

Must the Legal Representative Reside in Vietnam?

According to the Enterprise Law 2020, a company must always ensure that at least one legal representative resides in Vietnam.

If a company has only one legal representative and that person leaves Vietnam, he or she must authorize another individual residing in Vietnam to exercise the legal representative's rights and obligations during the period of absence.

This requirement is particularly important for FDI enterprises whose legal representatives frequently travel or reside overseas.

Rights and Responsibilities of a Legal Representative

The legal representative generally has the authority to:

• Sign contracts on behalf of the company;
• Represent the company before government authorities;
• Sign investment and corporate registration documents;
• Conduct financial transactions within delegated authority;
• Manage personnel and internal operations.

At the same time, the legal representative is responsible for:

• Acting honestly and prudently;
• Protecting the legitimate interests of the company;
• Complying with Vietnamese laws;
• Being accountable for damages caused by violations of managerial duties.

Can an FDI Company Change Its Legal Representative?

Yes.

A company may change its legal representative due to:

• Management restructuring;
• Resignation of the current representative;
• Changes in ownership or governance structure;
• Corporate reorganization.

Such changes must be registered with the competent business registration authority.

For FDI enterprises, if the change affects information recorded in the Investment Registration Certificate (IRC), investors may need to amend the IRC before or simultaneously with the enterprise registration amendment.

Important Considerations for FDI Enterprises in 2026

Ability to Operate in Vietnam

The legal representative should be capable of handling administrative procedures, communicating with authorities, and signing key corporate documents.

Knowledge of Vietnamese Regulations

A legal representative should understand regulations relating to:

• Investment;
• Enterprise governance;
• Labor;
• Taxation;
• Environmental compliance.

Clear Delegation of Authority

For companies with multiple legal representatives, the company charter should clearly define each person's authority and responsibilities to avoid conflicts and overlapping obligations.

Conclusion

Vietnamese law does not prohibit foreign nationals from serving as legal representatives of foreign-invested enterprises. However, companies must ensure that at least one legal representative resides in Vietnam or that a lawful authorization mechanism is in place when the representative is absent.

Selecting a qualified legal representative can help businesses maintain compliance, improve governance efficiency, and support long-term investment success in Vietnam.

References

• Enterprise Law No. 59/2020/QH14 (Articles 12 and 13).
• Investment Law No. 61/2020/QH14.
• Decree No. 01/2021/ND-CP on Enterprise Registration.
• National Business Registration Portal.
• National Public Service Portal.