A company in Vietnam shall have at least one legal representative according to the Law on Enterprises of Vietnam. As defined by the Law on Enterprises of Vietnam, the legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law. The legal representative’s name and details will be recorded on the enterprise registration certificate and company charter.
The Law on Enterprises of Vietnam allows a company to have more than one legal representative. The company charter shall specify the number and position of the legal representatives. The rights and obligations of each legal representative shall be specified under the company charter as well. Otherwise, each of the legal representative shall have full authority to represent the company and take joint responsibility for any damage caused to the company as prescribed by civil laws and relevant laws.
The legal representatives are not required to be Vietnamese nationals, but at least one legal representative must reside in Vietnam as prescribed by law. If a company has only one legal representative, such person must authorize another person residing in Vietnam in writing to perform the legal representative’s right and obligations when leaving Vietnam.
A multiple-member (multiple-shareholder) limited liability company shall have at least one legal representative who holds the title of chairman of the board of members, director/general director. Unless otherwise prescribed by the company charter, the chairman of the board of members shall be the company’s legal representative.
A single-member (single-shareholder) limited liability company shall have at least one legal representative who holds the title of chairman of the board of members, the company’s chairman or director/general director. Unless otherwise prescribed by the company charter, the chairman of the company or chairman of the board of members shall be the company’s legal representative.
If a joint stock company has only one legal representative, either the chairman of the board of directors or the director/general director shall be the legal representative. The chairman of the board of directors shall serve as the company’s legal representative unless otherwise prescribed by the company charter. If the company has more than one legal representative, the chairman of the board of directors and the director/general director shall be the legal representatives of the company.
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What is the minimum amount of charter capital required to set up a limited liability company in Vietnam? There is no minimum charter capital requirement for establishing a limited liability company (LLC) in Vietnam under the laws and regulations of Vietnam, except for certain specific sectors (such as banking and real estate sector).
Foreign loans not guaranteed by the government may be divided into short-term loans with a maturity of up to 1 year and medium or long-term loans with a maturity exceeding 1 year. Medium or long-term loans must be registered with and approved by the State Bank of Vietnam while short-term loans do not have so such requirement under normal circumstances.
According to Resolution No.198/2025/QH15 adopted by the National Assembly of Vietnam on 17 May 2025, the corporate income tax (CIT) for newly established small and medium-sized enterprises shall be exempted for 3 years from the date of issuance of the first enterprise registration certificate, starting from 17 May 2025.
Joint stock companies (JSC) and limited liability companies (LLC) are two common types of companies in Vietnam. The main differences between JSC and LLC are as follows:Advantages of a JSC: A JSC can issue shares and be listed on the Vietnam stock exchange. It generally has higher reputation and financing capabilities, making it more suitable for large businesses or corporate groups.