Under Vietnam Law on Enterprise, the at-law representative of a Company means an individual who represents the Company to exercise the rights and perform the obligations arising from transactions of the Company, and represents the Company in the capacity as plaintiff, respondent or person with related interests and obligations before the arbitration or court, and other rights and obligations as prescribed by law.
Companies structured under the form of Joint Stock Company or Limited Liability Company can have one or more at-law representatives. The Company must ensure that at least one at-law representative resides in Vietnam. In the Company has only one at-law representative, such person must reside in Vietnam and shall, upon leaving Vietnam, authorize in writing another person to exercise the rights and perform the obligations of the at-law representative. In this case, the at-law representative shall remain responsible for the exercise and performance of the authorized rights and obligations.
In this case, we understand that you would like to seek an at-law representative for Entity who can satisfy conditions of residing in Vietnam (hereinafter referred to as “Nominee Director”). Nominee Director shall not actively involve with business decision making for Entity or liaison with any third parties on behalf of Entity. Nevertheless, Nominee Director shall join meeting or represent for Entity to attend annual/irregular meeting, discussion or proceedings with competent authority including court or arbitration in accordance with specific instruction of Client. In no case shall the Nominee Director be responsible for monetary and/or non-monetary obligations incurred by Entity except for those obligations are created by the Nominee Director without prior written approval from Client.
For prudence, Client shall appoint an at-law representative of Entity who shall be responsible for business decision making of the Entity (hereinafter referred to as “Chairman”). Chairman does not need to satisfy condition of residing in Vietnam. The Nominee Director shall comply with specific instructions of Chairman.
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