I. Current situation of enterprises with multiple legal representatives
At present, it is common for enterprises, especially limited liability companies (LLCs) and joint-stock companies, to have multiple legal representatives. Under recent legal policies, having more than one legal representative is encouraged to enhance corporate governance and increase flexibility in transactions.
Such a trend facilitates faster integration and reduces risks when one representative is absent. However, it also requires clear allocation of rights and obligations in the company charter to avoid potential disputes.
II. Understanding enterprises with multiple legal representatives
1. What does it mean when an enterprise has multiple legal representatives?
Pursuant to Clause 1, Article 12 of the 2020 Law on Enterprise (as amended in 2025), a 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 requester in civil matters, as plaintiff, defendant, or person with related rights and obligations before arbitration and courts; and exercises other rights and obligations in accordance with law.
Accordingly, an enterprise with multiple legal representatives is a company that has two or more legal representatives who represent the enterprise in exercising rights and obligations in its transactions.
2. How are the roles and duties of each legal representative determined?
Pursuant to Clause 2, Article 12 of the Law on Enterprise 2020 (as amended in 2025), limited liability companies and joint-stock companies may have one or more legal representatives. The company charter must specify the number, managerial titles, and the rights and obligations of each legal representative.
If the company has more than one legal representative, the charter must clearly specify the rights and obligations of each person. If such allocation is not clearly stipulated in the charter, each legal representative is deemed to have full authority to represent the enterprise before third parties. All legal representatives shall take joint liability for any damage caused to the enterprise in accordance with civil law and other relevant laws.
Thus, depending on the provisions of the company charter, legal representatives may have different roles and duties. In the absence of clear allocation, each legal representative has full authority for third parties.
3. How is the authority to sign contracts regulated when there are multiple legal representatives?
Clause 2, Article 12 of the Law on Enterprise 2020 (as amended in 2025) provides that the company charter must specify the number, managerial titles, and rights and obligations of legal representatives. Where there are multiple legal representatives, their respective rights and obligations must be clearly stipulated.
Therefore, to determine the authority to sign contracts in enterprises with multiple legal representatives, reference must be made to the company charter and the assigned rights and obligations of each legal representative.
4. Main benefits and risks of having multiple legal representatives
Having multiple legal representatives brings both benefits and risks:
Benefits:
- Enabling faster integration and better utilization of business opportunities through different legal representatives.
- Preventing operational paralysis when a sole representative is absent, uncooperative, or abuses power.
- Ensuring compliance with the requirement that an enterprise must always have at least one legal representative residing in Vietnam (Clause 3, Article 12 of the Law on Enterprise 2020, as amended in 2025).
Risks:
- Transaction risks for counterparties: Since the allocation of authority is an internal matter governed by the charter, it may be changed by the enterprise. Counterparties must verify whether the person signing has proper authority at the time of the transaction; otherwise, transactions may expose one or both parties to legal risks.
- Joint liability: If authority is not clearly allocated, all legal representatives take joint liability for damages caused to the enterprise.
In summary, enterprises with multiple legal representatives involve both notable benefits and inherent risks.
III. Relevant legal provisions on enterprises with multiple legal representatives
1. How should business registration dossiers be recorded?
Pursuant to Article 43 of Decree No. 168/2025/NĐ-CP, when changing legal representatives, an enterprise must submit an application for changes to the provincial business registration authority where its head office is located.
The dossier includes:
- An application for registration of change of legal representative. Under Form No. 13, Appendix I of Circular No. 68/2025/TT-BTC, if the enterprise has more than one legal representative after the change, information on all legal representatives must be fully declared.
- A certified copy or original of the resolution or decision on the change of legal representative issued by:
+ The owner (for single-member LLCs);
+ The Members’ Council (for multi-member LLCs);
+ The General Meeting of Shareholders (for joint-stock companies, where the change affects the charter); or
+ The Board of Directors (where the change does not affect the charter, except for personal information and signatures of legal representatives as prescribed in Article 24 of the Law on Enterprise 2020, as amended in 2025).
In general, when an enterprise has multiple legal representatives, business registration documents must comply strictly with legal guidance to avoid invalid filings.
2. Which authority must be notified, and within what timeframe?
Under Clause 1, Article 31 of the Law on Enterprise 2020 (as amended in 2025), enterprises must notify the business registration authority of changes to certain registered contents, including business lines, founding shareholders and foreign shareholders, beneficial owners, and other registered information.
In addition, Clause 2 provides that such notification must be made within 10 days from the date of change.
Therefore, enterprises with multiple legal representatives must notify the business registration authority within the statutory time limit.
3. Common mistakes leading to internal disputes
Common mistakes include:
- Unclear allocation of authority and responsibility in the charter, causing disputes over decision-making powers.
- Joint liability due to lack of clear division of authority (Clause 2, Article 12 of the Law on Enterprise).
- Transactions beyond representative authority, where both the representative and counterparty intentionally conduct transactions exceeding authority, resulting in disputes and joint liability for damages.
Enterprises should take precautions to avoid these common pitfalls.
IV. Questions on enterprises with multiple legal representatives
1. Is there a legal limit on the number or conditions of legal representatives?
The law does not limit the number of legal representatives. However, enterprises must:
- Clearly allocate rights and obligations in the charter; otherwise, all representatives have full authority and take joint liability.
- Ensure that at least one legal representative resides in Vietnam. If only one such person remains and leaves Vietnam, they must authorize another person residing in Vietnam in writing and remain responsible for the delegated rights and obligations.
2. Who has jurisdiction to resolve internal disputes?
Jurisdiction is determined by the company charter and applicable law. If authority is not clearly allocated, all legal representatives have authority and take joint liability.
If disputes cannot be resolved internally, they are generally classified as business and commercial disputes and fall under the jurisdiction of the Court under Article 30 of the Civil Procedure Code 2015 of Vietnam.
Arbitration jurisdiction: If a valid arbitration agreement exists in the charter or contracts, disputes may be resolved by commercial arbitration in accordance with Article 2 and Clause 1, Article 5 of the Law on Commercial Arbitration 2010.
3. When are transactions invalid if signing authority is unclear?
Transactions may be invalid where:
- A person without authority enters into a civil transaction (Article 142 of the Civil Code 2015), unless the represented person ratifies or is aware and does not object within a reasonable time, or is at fault.
- A representative exceeds the scope of authority (Article 143 of the Civil Code 2015), unless the represented person consents or is at fault.
4. Legal consequences when the charter conflicts with the law
If the company charter conflicts with statutory provisions on authority:
- Transactions may be invalid;
- Internal disputes may arise;
- Legal representatives may take personal liability for damages.
In such cases, statutory law prevails over the charter.
5. When a business has multiple legal representatives and conflicts of interest, what are the common violations and how can they be prevented?
Common violations:
- Abuse of power for personal gain;
- Conflicting decisions;
- Disclosure of trade secrets;
- Exceeding delegated authority.
Preventive measures:
- Clearly defining authority in the charter;
- Implementing multi-party approval mechanisms for major or related-party transactions;
- Strengthening internal supervision and applying sanctions for misconduct.
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