At-law representatives of enterprises


Article 13. At-law representatives of enterprises

1. The at-law representative of an enterprise means an individual who represents the enterprise to exercise the rights and perform the obligations arising from transactions of the enterprise, and represents the enterprise in the capacity as plaintiff, respondent or person with related interests and obligations before the arbitration or court, and other rights and obligations as prescribed by law.

2. Limited liability companies and joint stock companies may have one or more than one at-law representative. The company charter must specify the number and managerial titles and rights and obligations of at-law representatives of the enterprise.

3. An enterprise shall ensure that at least one at-law representative resides in Vietnam. In case an enterprise has only one at-law representative, such person must reside in Vietnam and shall, upon leaving Vietnam, authorize in writing another person to exercise the rights and perform the obligations of the at-law representative. In this case, the at-law representative shall remain responsible for the exercise and performance of the authorized rights and obligations.

4. In case the term of authorization under Clause 3 of this Article expires but the at-law representative of an enterprise has not returned to Vietnam and no other authorization is made, the following provisions shall be complied with:

a/ The authorized person shall continue to exercise the rights and perform the obligations of the at-law representative of a private enterprise within the scope of authorization until its at-law representative returns to work in the enterprise;

b/ The authorized person shall continue to exercise the rights and perform the obligations of the at-law representative of a limited liability company, joint stock company or partnership within the scope of authorization until its at-law representative returns to work in the company or until the company owner, Members’ Council or Board of Directors decides to appoint another person to act as the at-law representative of the enterprise.

5. In case the enterprise has only one at-law representative who is absent from Vietnam for more than 30 days without authorizing any other person to exercise the rights and perform the obligations for the enterprise’s at-law representative or is dead, missing, held in custody, put in temporary detention, imprisoned, or has his/her civil act capacity restricted or lost, the company owner, Members’ Council or Board of Directors shall appoint another person to act as the at-law representative of the company.

6. For a limited liability company with two members, if an individual member acting as the company’s at-law representative is held in custody, put in temporary detention, imprisoned, absconds from his/her place of residence, has his/her civil act capacity restricted or lost or is deprived by a court of the right to practice his/her profession for having committed the crime of smuggling, producing counterfeit goods, conducting illegal business, tax evasion, deceiving customers or other crimes prescribed in the Penal Code, the other member shall naturally act as the company’s at-law representative until a new decision on the company’s at-law representative is issued by the Members’ Council.

7. In some special cases, a competent court may appoint an at-law representative in legal proceedings at court.