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Regulations On The Legal Representative Of The Enterprise

Enterprise 31/10/2023

In the dynamic and interconnected world of business, the role of a representative within an enterprise is crucial. These individuals serve as the face of the company, connecting it with the outside world, customers, partners, and even internal teams. A representative plays a multifaceted role that requires a combination of skills, including effective communication, diplomacy, and a deep understanding of the enterprise values and goals. In this article, we delve into the significance of a representative within an enterprise and the key attributes that make this role successful. Please feel free to contact Apolo Lawyers Law Firm via email contact@apolo.com.vn or hotline - 0903.419.479 for legal advice and support.

In the dynamic and interconnected world of business, the role of a representative within an enterprise is crucial. These individuals serve as the face of the company, connecting it with the outside world, customers, partners, and even internal teams. A representative plays a multifaceted role that requires a combination of skills, including effective communication, diplomacy, and a deep understanding of the enterprise values and goals. In this article, we delve into the significance of a representative within an enterprise and the key attributes that make this role successful. Please feel free to contact Apolo Lawyers Law Firm via email contact@apolo.com.vn or hotline - 0903.419.479 for legal advice and support.

1. Definition of legal representative of an enterprise

According to Clause 1, Article 12 of the Enterprise Law 2020, " the legal representative of an enterprise is an individual representing the enterprise to exercise the rights and obligations arising from the enterprise transactions, representing the enterprise with as a requester for settlement of civil matters, plaintiff, defendant, person with related interests and obligations before arbitration, court and other rights and obligations as prescribed by law". Accordingly, the legal representative of an enterprise must be an individual and represent the enterprise in terms of rights, obligations and legal status before the Court or Arbitration.

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2. Number and title of legal representative of an enterprise

An enterprise must have at least one legal representative. According to the provisions of Clause 2, Article 12 of the Enterprise Law 2020, limited liability companies and joint-stock companies may have one or more legal representatives. In case the company has more than one legal representative The company charter specifies the rights and obligations of each legal representative. If the company charter does not specifically stipulate rights and obligations, each legal representative of the company is an authorized representative of the enterprise before a third party, all legal representatives must be jointly liable for damage caused to the enterprise in accordance with the civil law and other relevant laws.

Regarding the title of the legal representative of the enterprise:

  • The owner of a private enterprise is the legal representative of the private enterprise.
  • For a limited liability company with two or more members, the legal representative may be the Chairman of the Members Council, the Director or the General Director. Unless otherwise provided for in the company charter, the Chairman of the Members Council shall be the legal representative.
  • One-member limited liability company: The chairman of the Members Council, the company president or the director or general director is the legal representative. Unless otherwise provided in the company charter, the chairman of the Members Council or the company president shall be the legal representative of the company.
  • Joint Stock Company: The Chairman of the Board of Directors or the Director or General Director is the legal representative of the company. Unless otherwise provided for in the Charter, the Chairman of the Board of Directors is the legal representative of the company. In case the company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are automatically the legal representative of the company.
  • For a partnership company, the general partner will be the legal representative of the company.

In addition, it should be noted that the enterprise must always ensure that there is always at least one legal representative residing in Vietnam. When there is only one legal representative remaining in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and perform the obligations of the representative. legal. ( Clause 3, Article 12 of the Enterprise Law 2020).

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3. Responsibilities of the legal representative of the enterprise

In order to ensure objectivity, integrity, honesty and protect the legitimate rights and interests of enterprises, the law has specified the responsibilities of the legal representative as follows:

  • To perform the assigned rights and obligations honestly, carefully, and best to ensure the legitimate interests of the enterprise.
  • Loyalty to the interests of the enterprise; not abuse their position and position and use information, know-how, business opportunities and other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals.
  • To promptly, fully and accurately notify the enterprise of the enterprise in which he or his related person owns or has shares or contributed capital in accordance with the Law on Enterprises.

4. Power of legal representative

The organizational structure and authority of the management titles of a company are recorded in the company charter. The company needs to specify the number, management titles and rights and obligations of the legal representative of the enterprise. The Enterprise Law 2020 details the rights and obligations in cases where the company charter has decentralized and non-decentralized powers for each legal representative, specifically:

  • If the company has more than one legal representative, the company charter specifies the rights and obligations of each legal representative.
  • In case the division of rights and obligations of each legal representative has not yet been clearly stated in the company charter, each legal representative of the company is a competent representative of the enterprise before the party. Tuesday.
  • In addition, all legal representatives must be jointly liable for damage caused to the enterprise in accordance with the civil law and other relevant laws

​5. Rights and obligations of the legal representative

The legal representative of an enterprise holding the title of Director or General Director has the following basic rights and obligations:

  • To decide on issues related to the daily business of the company that are not under the authority of the company president, the Members Council or the Board of Directors.
  • Organize the implementation of resolutions and decisions of the company President, Board of Members, Board of Directors;
  • Organize the implementation of the company business plan and investment plan;
  • Proposing organizational structure plan, internal management regulations of the company;
  • To appoint, relieve from duty and dismiss managerial positions in the company, except for those under the authority of the company president, the Members Council, and the Board of Directors;
  • Decide salary and other benefits for employees in the company, including managers under the appointment authority of the Director or General Director;
  • Labor recruitment;
  • Proposing a plan to pay dividends or deal with business losses;
  • Other rights and obligations as prescribed by law, the company charter and resolutions and decisions of the company president, the Members Council, and the Board of Directors.

However, depending on the organizational structure of the enterprise, the legal representative can hold both the position of the company president, the chairman of the Board of Directors, the chairman of the Members Council and the position of the Chairman of the Board of members. Director, General Director. At that time, in addition to the rights and obligations under the position of the Director, the General Director and the legal representative, they also have the rights and obligations of the President of the company, the Chairman of the Board of Directors, the Chairman of the Members Council. As follows:

  • Formulating programs and plans of activities of the Members Council and the Board of Directors;
  • Prepare agenda, content and documents for meetings of the Members Council and the Board of Directors;
  • To convene, preside over and act as chairman of meetings of the Members Council and the Board of Directors;
  • To supervise or organize the supervision of the implementation of resolutions and decisions of the Members Council and the Board of Directors;
  • On behalf of the Board of Directors, the Board of Members shall sign resolutions and decisions of the Members Council and the Board of Directors;
  • Other rights and obligations as prescribed by the Enterprise Law 2020 and the company charter.

In the intricate web of business interactions, a representative stands as a critical bridge between an enterprise and the world. Their ability to communicate effectively, uphold the company values, and forge strong relationships is vital for an enterprise success and reputation. A skilled representative not only enhances the company public image but also contributes to its growth, innovation, and sustainable development. As businesses continue to evolve, the role of the representative remains an essential component of a well-rounded and thriving enterprise. If you have any questions, please contact immediately Apolo Lawyers Law Firm via email contact@apolo.com.vn or hotline - 0903.419.479 for legal advice and support.

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