The appointment of foreigners as legal representatives is increasingly common in the operations of enterprises in Vietnam. The following article sets out the applicable legal regulations governing foreigners acting as legal representatives and addresses several related issues, with a view to assisting individuals and organizations in protecting their lawful rights and interests.

I. Current situation of foreigners as legal representatives in current 

At present, the practice of appointing foreigners as legal representatives in Vietnam is fairly common, especially in enterprises with foreign-invested capital, driven by integration policies in the context of expanding international investment.

The legal representative plays a pivotal role in ensuring that the enterprise operates lawfully and in full compliance with laws, thereby enhancing the enterprise’s reputation for partners and customers. Accordingly, foreigners acting as legal representatives must satisfy certain statutory conditions as prescribed by law.

II. Overview of foreigners as legal representatives

In order to gain a clearer understanding of the legal provisions relating to foreigners acting as legal representatives, NPLaw provides the following analysis.

1. What is a foreigner as a legal representative and what is the principal role of such a person in a company?

Pursuant to Clause 1, Article 12 of the Law on Enterprise 2020 as amended in 2025, the legal representative of an enterprise is an individual who represents the enterprise in exercising rights and obligations arising from the enterprise’s transactions; represents the enterprise as the petitioner in civil matters, as plaintiff, defendant, or person with related rights and obligations before arbitration and courts; and performs other rights and obligations in accordance with law.

Pursuant to Clause 1, Article 3 of the Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam 2014, a foreigner means a person with documents evidencing foreign nationality or a stateless person who enters, exits, transits or resides in Vietnam.

Accordingly, a foreigner as a legal representative is a person bearing documents proving foreign nationality or a stateless person who is hired or appointed by an enterprise to exercise representative rights and obligations of the enterprise in transactions, as well as before state authorities, courts or arbitration.

Pursuant to Clause 1, Article 12 of the Law on Enterprise 2020 as amended in 2025, the principal roles of a foreigner acting as a legal representative in a company include:

  • Representing the enterprise in transactions, contract execution and business decisions: Representing the enterprise in exercising rights and obligations arising from the enterprise’s transactions.
  • Representing the enterprise before the law and taking responsibility in cases of violations: Representing the enterprise as the petitioner in civil matters, as plaintiff, defendant, or person with related rights and obligations before arbitration and courts, and performing other rights and obligations as prescribed by law.

Accordingly, foreigners as legal representatives in companies assume the principal roles as set out above.

2. Are there any differences between foreigners and Vietnamese nationals holding the same position of legal representative?

Pursuant to Article 12 of the Law on Enterprise 2020 as amended in 2025, Vietnamese law does not impose nationality requirements on legal representatives. However, a foreigner must satisfy the following basic statutory conditions applicable to foreign workers to act as a legal representative in Vietnam, including:

- Pursuant to Clause 1, Article 151 of the Labour Code 2019, foreign workers working in Vietnam must satisfy the following conditions:

  • Being at least 18 years of age and having full civil act capacity;
  • Possessing professional qualifications, technical expertise, occupational skills and work experience; and having adequate health in accordance with regulations of the Minister of Health;
  • Not being a person currently serving a criminal sentence, not having had criminal records expunged, or being under criminal prosecution under foreign law or Vietnamese law;
  • Possessing a work permit issued by a competent Vietnamese state authority, unless falling within cases exempt from work permit requirements as prescribed in Article 154 of the Labour Code.

- Statutory prohibitions or restrictions: Foreigners are not permitted to hold the position of legal representative if they fall within cases prohibited from holding managerial positions in enterprises or are subject to imprisonment, criminal prosecution, or have unexpunged criminal records pursuant to Clause 2, Article 17 of the Law on Enterprise 2020 as amended in 2025.

- Residence conditions in Vietnam: The enterprise must ensure that at least one legal representative resides in Vietnam at all times. A foreign legal representative must maintain lawful residence status and may not concurrently work in another country for prolonged periods; where there is only one legal representative, such person must authorize another individual to perform rights and obligations during periods of exit from Vietnam under Clause 3, Article 12 of the Law on Enterprise 2020. 

In summary, foreigners acting as legal representatives essentially have the same rights and obligations as Vietnamese nationals holding equivalent positions; however, they must additionally comply with specific conditions applicable to foreign workers as set out above.

3. How are contract-signing powers typically allocated when a foreigner acts as a legal representative?

Pursuant to Clause 2, Article 12 of the Law on Enterprise 2020 as amended in 2025, the company charter must specify the number of legal representatives, their managerial titles, and the respective rights and obligations of each legal representative. If a company has more than one legal representative, the charter must clearly delineate the rights and obligations of each.

In the absence of clear provisions in the charter on the allocation of rights and obligations among legal representatives, each legal representative shall be deemed to have full authority to represent the enterprise before third parties; all legal representatives shall take joint and several liability for damage caused to the enterprise in accordance with civil law and other relevant regulations.

Accordingly, If a foreigner acts as a legal representative in Vietnam, contract-signing authority is generally allocated based on the company charter and internal delegation arrangements to ensure compliance with law.

4. What requirements regarding civil act capacity must foreigners acting as legal representatives satisfy?

Pursuant to Point a, Clause 1, Article 151 of the Labour Code 2019, one of the conditions for foreign workers working in Vietnam is that they must be at least 18 years of age and possess full civil act capacity.

Under Article 19 of the Civil Code 2015, civil act capacity of an individual means the ability of such individual to establish and perform civil rights and obligations by themselves. Furthermore, Clause 2, Article 674 of the Civil Code 2015 provides that where foreigners perform or establish civil transactions in Vietnam, their civil act capacity shall be determined in accordance with Vietnamese law.

Accordingly, a foreigner acting as a legal representative must be at least 18 years of age and possess full civil act capacity, meaning that such a person must not fall within cases of loss of civil act capacity, difficulties in cognition and behavioral control, or restriction of civil act capacity as prescribed in Articles 22, 23 and 24 of the Civil Code 2015.

III. Relevant legal provisions governing foreigners as legal representatives

Understanding the regulations on foreigners acting as legal representatives is a practical need for many entities. NPLaw sets out the main applicable legal provisions currently in force.

1. Which legal instruments govern foreigners acting as legal representatives that enterprises should be aware of?

The appointment of foreigners as legal representatives in Vietnam is governed by the following legal instruments:

  • Law on Enterprise 2020 as amended in 2025: Providing general provisions on the rights, obligations and residence requirements of legal representatives. Accordingly, Article 12 requires enterprises to ensure that at least one legal representative resides in Vietnam at all times.
  • Labour Code 2019: Regulating conditions for foreign workers in Vietnam, including the requirement to obtain work permits, except in cases exempted under Article 154.
  • Civil Code 2015: Providing general rules on legal representation and civil act capacity, including Article 19 on civil act capacity of individuals.
  • Decree No. 168/2025/ND-CP: Regulating dossiers, order and procedures for enterprise registration, including provisions on registration dossiers for private enterprises, partnerships, limited liability companies and joint stock companies under Article 24.

In general, the above legal instruments govern foreigners acting as legal representatives and are essential for enterprises to be familiar with.

2. What are the procedures for registering a foreigner as a legal representative with the business registration authority?

The registration of a foreigner as a legal representative requires careful preparation and strict compliance with statutory procedures. Depending on the type of enterprise, the composition of the dossier may vary.

  • Preparation of registration dossier: Enterprises must prepare all documents as prescribed in Articles 21 and 22 of the Law on Enterprise 2020 (depending on the enterprise type). The dossier includes the application for enterprise registration, consularly legalized copies of the passport of the legal representative, and the work permit or written confirmation of exemption from work permit requirements. If the legal representative is appointed by a foreign organization, a written authorization is required. Documents in foreign languages must be translated and notarized. 
  • Submission of dossier to the business registration authority: The dossier is submitted to the provincial-level business registration authority where the enterprise’s headquarter is located under Article 26 of the Law on Enterprise 2020 as guided by Articles 4 to 13 and Chapters III and IV of Decree No. 168/2025/ND-CP. Enterprises may submit dossiers directly or via the National Business Registration Portal. In the case of direct submission, the applicant must present a valid citizen identify card or passport for identity verification. The processing time is typically 3–5 working days from receipt of a complete and valid dossier.
  • Receipt of results and completion of procedures: Upon approval, the enterprise will receive the Enterprise Registration Certificate, which records information on the legal representative. Any subsequent change of legal representative must be registered in accordance with Article 57 of Decree No. 168/2025/ND-CP.

In summary, the procedures for registering a foreigner as a legal representative with the business registration authority comprise the steps outlined above.

3. What common mistakes lead to legal risks when enterprises appoint foreigners as legal representatives?

While appointing foreigners as legal representatives may bring managerial advantages, it also entails legal risks if enterprises fail to comply with specific statutory requirements. Common risks include:

  • Violation of residence requirements: According to Clause 3, Article 12 of the Law on Enterprise 2020, enterprises must ensure that at least one legal representative resides in Vietnam at all times. Risks arise where foreigners frequently travel abroad without granting written authorization to another resident in Vietnam to perform rights and obligations. Prolonged absence may hinder the execution of documents, transactions and urgent matters, thereby disrupting business operations.
  • Non-compliance with work permit requirements: It is the most common violation, including failure to obtain work permits or temporary residence cards, or failure to declare temporary residence in accordance with law, potentially resulting in deportation or administrative fines, leaving the enterprise without a lawful manager in accordance with Clause 1, Article 151 of the Labour Code 2019.

The above are common mistakes that may expose enterprises to legal risks when appointing foreigners as legal representatives.

IV. Questions regarding foreigners acting as legal representatives

To further clarify the applicable regulations, the following are several frequently asked questions and explanations.

1. What are the main benefits and risks for enterprises when appointing foreigners as legal representatives?

The appointment of foreigners as legal representatives is common in foreign-invested enterprises and multinational companies in Vietnam, and often brings the following benefits:

  • Enhancing confidence of international investors and partners: The presence of foreign senior executives reassures foreign partners regarding transparency, compliance and global governance standards.
  • Managerial experience and strategic vision: Foreigners often bring advanced management practices, new technologies and strategic thinking from developed markets, helping enterprises optimize operations.
  • Global network connectivity: Foreign legal representatives may serve as bridges enabling easier access to capital sources, customers and international supply chains.
  • Direct oversight by parent companies: For multinational groups, appointing representatives from headquarters helps ensure that Vietnamese subsidiaries align with the group’s strategic direction and core values.


Alongside these benefits, enterprises may also take legal and operational barriers:

  • Language and cultural barriers: Limited proficiency in Vietnamese and unfamiliarity with local business culture may lead to misunderstandings with employees and domestic partners.
  • Difficulties in dealings with state authorities: Administrative procedures in Vietnam are conducted in Vietnamese. Foreign representatives often rely entirely on legal teams or interpreters, creating risks of signing documents without fully understanding their content.
  • Residence requirements in Vietnam: Enterprises must ensure that at least one legal representative resides in Vietnam at all times. Frequent international travel may disrupt the execution of urgent documents and transactions.

Accordingly, appointing foreigners as legal representatives entails both benefits and risks for enterprises as outlined above.

2. Are there any sectors or fields in which foreigners are prohibited or restricted from acting as legal representatives under current regulations?

Vietnamese law does not prohibit foreigners from acting as legal representatives of enterprises; however, it imposes restrictions in certain sectors and business lines.

- Pursuant to Article 6 of the Law on Investment 2025, prohibited business lines include:

  • Trading in narcotic substances listed in Appendix I to the Law;
  • Trading in chemicals and minerals listed in Appendix II to the Law;
  • Trading in specimens of wild flora and fauna of natural origin listed in Appendix I to the Convention on International Trade in Endangered Species of Wild Fauna and Flora, and specimens of endangered forest flora, forest fauna and aquatic species of Group I of natural origin listed in Appendix III to the Law;
  • Prostitution business;
  • Trading in humans, human tissues, corpses, body parts and human fetuses;
  • Business activities related to human cloning;
  • Trading in fireworks;
  • Debt collection services;
  • Trading in national treasures;
  • Export of relics and antiques;
  • Trading in electronic cigarettes and heated tobacco products.

- Pursuant to Article 15 of Decree No. 31/2021/ND-CP, the list of market access restrictions applicable to foreign investors and the specific market access conditions are prescribed in relevant laws, resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government and international investment treaties. The List of business lines subject to market access restrictions for foreign investors promulgated together with Decree No. 31/2021/ND-CP includes:

  • Media and information: Journalism, news gathering, public opinion polling services.
  • Security and justice: Investigation and security services; judicial administrative services (notarization, auction, bailiff services).
  • Specialized businesses: Fishing and seafood exploitation; blasting services; manufacture and trading of weapons and explosives.
  • Public services and infrastructure: Public postal services; household waste collection; cemetery construction investment; import and dismantling of used ships.
  • Trade: Temporary import for re-export; transit of goods; distribution of goods subject to restricted lists.
  • Other sectors specified in the List.

Accordingly, the prohibited and restricted sectors and business lines applicable when foreigners act as legal representatives are as set out above under current regulations.

3. How are civil, administrative and criminal liabilities applied when foreigners act as legal representatives?

  • Pursuant to Article 5 of the Penal Code 2015 (as amended in 2017), foreigners who commit crimes in Vietnam and are not entitled to diplomatic or consular immunity shall take criminal liability in accordance with Vietnamese law. 

Where foreigners who commit crimes are entitled to diplomatic or consular immunity under Vietnamese law, criminal liability shall be resolved in accordance with relevant international treaties or international practices. In the absence of applicable treaties or practices, liability shall be addressed through diplomatic.

  • When foreigners act as legal representatives in Vietnam, they are subject to civil and administrative liabilities similar to Vietnamese citizens, specifically:
  • Where an enterprise has multiple legal representatives, all legal representatives shall take joint and several liability for damage caused to the enterprise in accordance with Clause 2, Article 12 of the Law on Enterprise 2020 as amended in 2025.
  • Legal representatives shall take personal liability in accordance with law for damage caused to the enterprise due to breach of obligations as prescribed in Clause 1, Article 13 of the Law on Enterprise 2020 as amended in 2025.
  • Where only one legal representative resides in Vietnam, such person must grant written authorization to another resident individual upon exit from Vietnam, but remains liable for the performance of delegated rights and obligations pursuant to Clause 3, Article 12 of the Law on Enterprise 2020 as amended in 2025.
  • Pursuant to Clause 3, Article 32 of Decree No. 12/2022/ND-CP, a fine ranging from 15,000,000 VND to 25,000,000 VND shall be imposed on foreign workers in Vietnam who commit any of the following acts:
  • Working without a work permit or without written confirmation of exemption from work permit requirements;
  • Using an expired work permit or expired written confirmation of exemption from work permit requirements.

Additional sanction: Deportation of the foreign worker from Vietnam for the above violations.

In conclusion, when foreigners act as legal representatives, civil, administrative and criminal liabilities are applied in accordance with the foregoing regulations. 

4. What legal and administrative consequences commonly arise where foreigners act as legal representatives without work permits?

Where foreigners act as legal representatives without work permits or written confirmations of exemption from work permit requirements, serious legal and administrative consequences may arise for both the individuals and the enterprises. Specifically:

Pursuant to Clauses 3, 4 and 5, Article 32 of Decree No. 12/2022/ND-CP:

  • A fine ranging from 15,000,000 VND to 25,000,000 VND shall be imposed on foreign workers who:
  • Work without a work permit or written confirmation of exemption;
  • Use an expired work permit or expired written confirmation of exemption.
  • Fines imposed on employers using foreign workers without valid work permits or valid written confirmations of exemption, or using foreign workers whose permits or confirmations have expired, shall be as follows:
  • From 30,000,000 VND to 45,000,000 VND for violations involving 01 to 10 workers;
  • From 45,000,000 VND to 60,000,000 VND for violations involving 11 to 20 workers;
  • From 60,000,000 VND to 75,000,000 VND for violations involving 21 or more workers.

Additional sanction: Deportation of foreign workers for violations specified in Clause 3 of this Article.

In addition, employment contracts entered into with foreigners without valid work permits may be declared invalid by courts, resulting in the parties’ rights and interests not being protected. Business partners, banks or state authorities may refuse to recognize the signature of the legal representative in transactional documents, loan applications or bidding dossiers if it is discovered that such person does not meet lawful working conditions.

Accordingly, foreigners acting as legal representatives without work permits are exposed to significant legal and administrative consequences under applicable law.

5. Where foreigners as legal representatives are prohibited by courts or regulatory authorities from holding office, what procedures must enterprises undertake to remedy the situation?

Where a foreign legal representative is prohibited by a court or regulatory authority from holding office, the enterprise must promptly take the following steps to ensure uninterrupted operations:

  • Appointing another person as the legal representative of the company: Under Clause 5, Article 12 of the Law on Enterprise 2020 as amended in 2025, if a company has only one legal representative and such person is placed in temporary detention, the Board of Directors is authorized to appoint another person as legal representative.
  • In the case of a limited liability company with two members, if the individual member acting as legal representative is placed in temporary detention, the remaining member shall automatically act as legal representative until the Members’ Council issues a new decision on the legal representative, according to Clause 6, Article 12 of the Law on Enterprise 2020 as amended in 2025.
  • Implementing procedures for registration of change of legal representative.

Pursuant to Clause 1, Article 30 of the Law on Enterprise 2020 as amended in 2025, enterprises are required to register changes to enterprise registration contents upon any change of legal representative. It is a mandatory statutory obligation. 

Under Article 28 of the Law on Enterprise 2020 as amended in 2025, information on the legal representative constitutes core legal information recorded on the Enterprise Registration Certificate. Failure to timely complete such a procedure may render transactions conducted by the new representative invalid for third parties and may also expose the enterprise to administrative fines.

It can be seen that where foreigners acting as legal representatives are prohibited by courts or regulatory authorities from holding office, enterprises must promptly complete the necessary procedures to remedy the situation and ensure continuity of business operations.

V. Are you seeking a reputable law firm to support matters relating to foreigners acting as legal representatives?

The above information is provided by NPLaw to address issues relating to foreigners acting as legal representatives. With a team of experienced lawyers and legal consultants, NPLaw delivers reputable and professional legal services to best safeguard clients’ lawful rights and interests. For legal assistance, you may contact NPLaw for consultation and support.

The above information is for reference purposes only. For detailed advice on specific cases, please contact NPLaw for prompt consultation.