In the context of Vietnam emerging as an attractive destination for international capital inflows, the participation of foreign managers and experts in corporate governance has become increasingly common. Many foreign-invested enterprises (FIEs), as well as Vietnamese companies cooperating with foreign partners, opt to appoint foreign nationals as their legal representatives in order to leverage their managerial expertise and international networks.
Nevertheless, a common question arises: Does Vietnamese law allow this? What conditions must foreign nationals satisfy? What is the procedure for an appointment? The following analysis sets out the current legal framework, requirements, and procedures applicable to enterprises.
1. Foreign Nationals as Legal Representatives of Companies in Vietnam
Pursuant to Article 12(1) and (3) of the Law on Enterprises 2020:
“1. The legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and obligations arising from transactions of the enterprise, represents the enterprise as claimant, respondent, or party with related rights and obligations before arbitral tribunals, courts, and in other rights and obligations prescribed by law.
3. An enterprise must ensure that there is always at least one legal representative residing in Vietnam. Where there is only one legal representative residing in Vietnam, such a person, upon leaving Vietnam, must authorize another individual residing in Vietnam in writing to exercise the rights and obligations of the legal representative. In this case, the legal representative remains liable for the performance of the rights and obligations that have been delegated.”
Accordingly, Vietnamese law does not prohibit foreign nationals from serving as the legal representative of a company incorporated in Vietnam. However, to assume this position, foreign nationals must comply with strict statutory requirements. Specifically, under the Law on Enterprises 2020, such individuals must have full civil act capacity and must not fall within the categories prohibited from holding managerial positions under Vietnamese law.
Additionally, foreign nationals must obtain a work permit, a temporary residence card (TRC), and other valid legal documents. Therefore, assuming the role of a legal representative requires careful preparation and strict compliance with the applicable legal procedures.
2. Conditions for a Foreign National to Serve as Legal Representative
The enterprise must ensure that there is always at least one legal representative residing in Vietnam; if absent, a written power of attorney must be granted to another resident.
The individual must not be prohibited from corporate management under Article 17(2) of the Law on Enterprises 2020, e.g., minors, persons lacking civil act capacity, individuals under criminal investigation or serving a criminal sentence, or certain categories of public officials, officers, and civil servants.
The individual must hold a valid temporary residence card, permanent residence card, or long-term visa.
The individual must satisfy employment conditions under Article 151 of the Labor Code 2019, namely: having professional qualifications, technical expertise, skills, and work experience; being in good health as required by the Ministry of Health; and holding a valid work permit (unless exempted).
3. Procedure for Appointment of a Foreign National as Legal Representative
Step 1: Determination of eligibility
The foreign national must meet the statutory requirements under the Law on Enterprises.
Step 2: Application for a work permit and residence procedures
Pursuant to Article 151 of the Labor Code 2019, foreign nationals working in Vietnam must obtain a work permit (unless exempt). Enterprises should note:
- The application dossier must be submitted 10 to 60 days before the expected commencement date of employment (Article 22(1), Decree No. 219/2025/ND-CP).
- The competent authority: People’s Committee of the province where the foreign worker is expected to work.
After obtaining a work permit, enterprises must proceed with visa issuance and apply for a Temporary Residence Card (TRC) at the Immigration Department of the Ministry of Public Security or the provincial Immigration Office, in accordance with the Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam 2014 (as amended in 2019).
Step 3: Execution of a labor contract
If the foreign national is engaged as the sole legal representative or concurrently holds another managerial position (e.g., General Director), the enterprise must execute a labor contract, which should stipulate: title, scope of authority, managerial responsibilities, contract term, remuneration, rights, obligations, termination conditions, and succession of duties.
Article 151(2) of the Labor Code 2019 provides that the term of a labor contract with a foreign national shall not exceed the validity period of the work permit.
Step 4: Corporate registration of appointment
- For new enterprise incorporation: The details of the foreign legal representative must be stated in the enterprise registration dossier (Enterprise Registration Application, List of Members/Shareholders, Company Charter).
- For change of legal representative: The enterprise must submit an application to the Business Registration Office under the Department of Planning and Investment where the head office is located, including:
- Notification of change of enterprise registration content;
- Resolution/Decision and Minutes of the General Meeting/Board of Members on the change of legal representative;
- Copy of the foreign national’s passport;
- Amended Charter (if applicable).
Upon completion, the enterprise must update the information on the National Business Registration Portal to ensure compliance and transparency.
In conclusion, Vietnamese law permits foreign nationals to act as the legal representative of enterprises. However, this is contingent upon strict compliance with regulations on corporate governance, labor, and immigration. Enterprises are therefore advised to undertake careful legal planning to mitigate risks and ensure lawful operation.
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1. Lawyer Vu Thi Phuong Thanh, Ha Noi Bar Association
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Nguyen Duong Anh Vu