Can the head of a foreign representative office be a company director in Vietnam?

Head of representative office of foreign traders

• Representative offices of foreign traders in Vietnam are dependent units of foreign traders, established in accordance with Vietnamese law to study the market and carry out a number of trade promotion activities. permitted by Vietnamese law.
• The head of the representative office (also known as the head of the representative office) of a foreign trader is a person appointed by the foreign trader.
• The head of the representative office must be responsible to the foreign trader for his or her activities and that of the representative office to the extent authorized by the foreign trader.

Rights and obligations of the head of a representative office of a foreign trader

• The head of the representative office must be responsible to the foreign trader for his or her activities and that of the representative office within the authorized scope of the foreign trader.
• The head of the representative office must be responsible for his/her activities in case of performing activities outside the scope authorized by the foreign trader.
• The head of the representative office must authorize in writing another person to perform the rights and obligations of the head of the representative office at law upon exiting Vietnam. This authorization must be approved by the foreign trader. The head of the Representative office is still responsible for the exercise of the authorized rights and obligations.
• In case the authorization period expires but the head of the representative office has not returned to Vietnam and has no other authorization, the authorized person has the right to continue exercising the rights and obligations of the head of the representative office within the authorized scope until the head of the representative office returns to work at the representative office or until the foreign trader appoints another person to be the head of the representative office.
• In case the head of the representative office is not present in Vietnam for more than 30 days without authorizing another person to exercise the rights and obligations of the head of the representative office or is dead, missing, temporarily detained, sentenced to prison, restricted from losing civil act capacity, the foreign trader must appoint another person to be the head of the representative office.
• In case the head of a representative office is authorized by a foreign trader to enter into a contract, amend or supplement a signed contract, the foreign trader must make a written authorization for each transaction. contract, amend and supplement the signed contract.

Director of the company

• The director is the head of the enterprise, the person who runs the company’s day-to-day business operations, is responsible to the members’ council for the performance of his rights and obligations.
• The company must have at least one legal representative who holds one of the titles of Chairman of the Members’ Council or Director or General Director.

Rights and obligations of the company director

• Organize the implementation of resolutions and decisions of the Members’ Council/Board of Directors;
• Decide on issues related to the company’s day-to-day business operations;
• Organize the implementation of the company’s business plan and investment plan;
• To promulgate regulations on internal management of the company;
• Appointing, dismissing and removing managers in the company, except for positions within the competence of the Members’ Council/Board of Directors;
• To sign contracts on behalf of the company, except for cases under the competence of the Chairman of the Members’ Council;
• Decide salary and other benefits for employees in the company, including managers under the appointment authority of the Director or General Director;
• Proposing the company’s organizational structure plan, internal management regulations of the company;
• Submit annual financial statements to the Members’ Council;
• Proposing a plan to pay dividends, use and distribute profits or handle losses in business in the company;
• Labor recruitment;
• Other rights and obligations are specified in the company rules
• , resolutions and decisions of the Members’ Council/Board of Directors, and labor contracts.

Can the head of a representative office be the director of the company?

Clause 6, Article 33 of Decree 07/2016/ND-CP stipulates that the head of a representative office of a foreign trader cannot concurrently hold the following positions:

• Head of Branch of the same foreign trader;
• Head of Branch of other foreign trader;
• The legal representative of such foreign trader or other foreign trader;
• The legal representative of an economic organization established in accordance with the laws of Vietnam.

From the above rule, it can be seen that:

• If the director of the company is concurrently the legal representative of that foreign trader or other foreign trader or of an economic organization, he may not act as the head of the representative office of the foreign trader.
• If the director of the company is not concurrently the legal representative of that foreign trader or other foreign trader or of an economic organization, he may still be appointed as the head of the representative office of the foreign trader. in Viet Nam.

Customers wishing to establish a foreign-invested company, a representative office of a foreign company in Vietnam, please contact Viet An Law Firm for the best support!