The person who can bind a Vietnamese company is its legal representative, as named in the business registration record, or someone acting under that person's written authorisation. Before signing anything material, check that the name on the signature block matches the legal representative shown in the National Business Registration Portal, and if it does not, ask for the power of attorney and read its scope. A company seal on the page is customary and reassuring, but it does not replace either check.
Foreign parties often assume that a director, a "general manager" business card or a stamped letter is enough. In most cases it is, because most people act honestly; the cases where it is not are exactly the ones that cost money. This guide covers how to verify signing authority, how the role is set up in foreign-invested companies, and the tax consequences that attach to the legal representative personally — which matters if you are asked to take on the role yourself.
What the legal representative is, in Vietnamese company law
Under the Law on Enterprises, the legal representative is the individual who exercises the company's rights and performs its obligations in transactions, represents it before courts and authorities, and signs on its behalf. The role is registered: the name appears in the business registration record and in the public data you can look up by tax code.
Three features surprise readers used to other systems:
- A company can have more than one legal representative. The charter sets how many, their titles and how powers are divided. Two representatives may each have full authority, or one may be limited to certain matters.
- The title varies. The legal representative may be the chair, the general director, the director or another manager, depending on the company type and the charter. "General director" on a business card does not by itself make someone the legal representative.
- Residence matters. The Law on Enterprises requires a company to keep at least one legal representative residing in Vietnam, and sets rules for authorising another person when the only resident representative leaves the country. Foreign-invested companies with an expatriate general director often appoint a second, resident representative for this reason.
Checking the signatory before you sign
- Look up the company by tax code in the National Business Registration Portal and note the legal representative(s) and the date of the record.
- Compare with the signature block. If the signatory is a legal representative, you are largely done; keep the lookup with the contract file.
- If not, request the power of attorney. It should be issued by a legal representative, name the authorised person, describe the scope (type of contract, value limits, duration) and be dated before the contract.
- Check the scope against the deal. An authorisation to sign sales contracts up to a certain value does not cover a guarantee, a loan or a real estate lease.
- For large or unusual contracts, ask for the charter extract or board resolution that approves the transaction where the company's own rules require one.
The same checks apply in the other direction. Your Vietnamese counterparty will look up your subsidiary, and a contract signed by a regional officer who is not registered as legal representative, without a Vietnamese-law power of attorney, is a common reason for delayed payments and disputed invoices.
What the company seal proves, and what it does not
Vietnamese business practice still leans heavily on the round red seal. Under the current Law on Enterprises, a company decides for itself the form, number and use of its seals, and seals are no longer published through the registration authority as they once were. The practical consequences:
- A seal shows that someone had access to the company's seal. It does not show that the signatory had authority.
- Some contracts, and some counterparties' internal rules, still require a seal. Follow the requirement where it exists; do not treat it as a substitute for checking the signatory.
- Tax filings and e-invoices are signed with the company's digital signature, not a seal. Whoever controls the digital signature token or account can file returns and issue invoices in the company's name, which makes its custody a more important control than the physical seal.
For foreign-invested companies, a written policy on who keeps the seal and the digital signature, and a log of their use, prevents many of the internal disputes that later become tax problems.
Changes of legal representative and why they deserve attention
A company changes its legal representative by registering the change with the business registration authority; the public record then shows the new name. For a counterparty, a recent change is not a red flag on its own — people move jobs — but it is a reason to check that the person who signed your existing contracts still has authority, and to refresh any power of attorney that was issued by the previous representative.
Several simultaneous changes are different. A company that changes its legal representative, owners, address and name within a short period, particularly just before receiving a large advance or issuing a run of invoices, is showing a pattern worth understanding before you pay. None of those changes is unlawful. Together they are a reason to slow down.
For foreign groups, the internal version of this problem is the departing expatriate. When the general director who is also the legal representative leaves Vietnam, the change should be registered promptly, powers of attorney issued by that person reviewed, and banking and digital signature access updated the same week. Leaving these for months is how companies end up unable to sign a contract or file a return.
Tax filings, invoices and payments: who signs in practice
Day-to-day tax work is rarely signed by the legal representative in person, and it does not need to be. What matters is that each channel is controlled and traceable:
| Document | Signed with | Control to keep |
|---|---|---|
| Tax returns and tax registration changes | The company's digital signature through its e-tax account | Named custodian, access log, prompt update when staff leave |
| E-invoices | The company's digital signature through the e-invoice service | Separate who prepares and who signs; review of cancelled and replaced invoices |
| Filings made by a tax agent | The agent, under a contract with the company | Written scope; the company still owns the result |
| Bank payments | Authorised signatories registered with the bank | Bank mandate matching current officers |
The chief accountant has a defined role under the Law on Accounting and often signs financial statements alongside the legal representative, but the chief accountant is not a legal representative unless also registered as one. When an expatriate general director signs financial statements prepared in Vietnamese, a short bilingual cover note explaining what is being signed is a small courtesy that avoids later disputes about who knew what.
The tax side of being a legal representative
The legal representative is not personally liable for the company's taxes in the ordinary course. But tax administration law does attach consequences to the person in some situations. Under the Law on Tax Administration (Law 38/2019/QH14), the legal representative of a company with overdue tax debts that are being enforced may be subject to temporary suspension of exit from Vietnam. The conditions and thresholds have been revised in recent years and are set in the current implementing rules; check them, or have your adviser check them, rather than relying on older summaries.
For an expatriate asked to act as legal representative of a Vietnamese subsidiary, this translates into three practical requests to the group:
- Visibility of the company's tax account, so that overdue amounts are known and resolved before they reach enforcement.
- A clear handover when the role ends — the change registered, not merely an internal memo.
- Where the company is being closed, a closure that completes the tax procedures, rather than a company left dormant with an open tax code and the expatriate's name still on the record.
Our sister site DaiDienPhapLuat.com (in Vietnamese) covers the position of foreign nationals as legal representatives in more depth.
Where to check, and what to keep on file
- National Business Registration Portal — legal representative, business lines, registration history as shown publicly.
- Taxpayer information lookup of the tax authority — status of the tax code and the managing tax office.
- The counterparty itself — the power of attorney, and where relevant, the charter extract or approval required by its own rules.
- Your own company's e-tax account — if you are the legal representative, whether the company has amounts overdue.
Keep the lookup printout or screenshot with the date, the power of attorney and the signed contract together. Handle identity documents of individuals only to the extent needed, with their consent and under Vietnam's personal data rules; a scanned ID card forwarded through chat groups is not a verification process.
Frequently asked questions
Is the general director always the legal representative?
No. The charter decides who the legal representative is; it may be the general director, the chair or another manager. Check the business registration record rather than the business card.
Can a contract signed by someone other than the legal representative be valid?
Yes, if that person signed under a valid written authorisation from a legal representative and within its scope. Ask for the authorisation before signing and keep a copy with the contract.
Does a company seal make a contract binding?
The seal is customary and sometimes required by the parties' own rules, but authority comes from the signatory. A sealed contract signed by someone without authority is still a problem.
Our only legal representative is an expatriate who travels a lot. Is that a problem?
It can be. The Law on Enterprises requires at least one legal representative residing in Vietnam and sets rules for authorising someone else when that person leaves the country. Many foreign-invested companies appoint a second, resident representative.
Can a legal representative be stopped from leaving Vietnam because of company tax debts?
In certain enforcement situations the Law on Tax Administration allows temporary exit suspension of the legal representative. The conditions are set in current implementing rules, so check the company's tax account regularly and resolve overdue amounts early.
How quickly should we register a new legal representative after someone leaves?
As soon as the decision is made. Until the change is registered, the public record still shows the departed person, and counterparties, banks and the tax authority will deal with the name on the record.
