Nominee director services


The Nominee Director plays a very important role in business’s operation.

Pursuant to the provisions of Clause 1, Article 12 of the Law on Enterprises 2020: “The legal representative of an enterprise is an individual representing the enterprise to exercise the rights and obligations arising from the enterprise’s transactions, representing the enterprise as a requester for settlement of civil matters, a plaintiff, a defendant, and a person with related interests and obligations to Arbitration, Court and other rights and obligations as prescribed by law.”

VinaSC specialized in offering Nominee Director services.

Our services help investors to establish and operate businesses in Vietnam legally with flexibility, initiative, and convenience.

Thus, to avoid unnecessary legal risks as well as guarantee the best business operation for enterprise, investors should use Nominee Director services offered by VinaSC.

VinaSC’s goals:

• To help investors establish and operate businesses without having to be represent in Vietnam.
• Or we will appoint personnel to act as a legal co-representative to perform part of the representative’s work.
• To ensure the best performance of business’ rights and obligations.
• To help investors control and minimize risks.
• To reduce management and other expenses;

The scope of Nominee Director services offered by VinaSC:

• To train professional knowledge and necessary skills for the Nominee Directors according to the standards and requirements of client.
• To actively coordinate with businesses to arrange, operate and manage human resources in the most effective way.
• To directly work with partners, government agencies and other related departments.
• To do other tasks as agreed.


Why do enterprises need to use the Nominee Director services in Vietnam?

Pursuant to Clause 2 of Article 12 of the Law on Enterprise 2022:

“A limited liability company or joint stock company may have one or more than one at-law representative. The company charter must specify the number and managerial titles, and rights and obligations of at-law representatives, of the company.”

Pursuant to Clause 3 of Article 12 of the Law on Enterprise 2022:

“An enterprise shall ensure that it has at least one at-law representative residing in Vietnam all the time. In case it has only one at-law representative residing in Vietnam, when such person leaves Vietnam, he/she shall authorize in writing another person residing in Vietnam to exercise the rights and perform the obligations of the at-law representative.”

Accordingly, the law does not limit the number of legal representatives of an enterprise. However, the enterprise must ensure at least one legal representative residing in Vietnam.

In case enterprises do not comply, they may be administratively sanctioned in accordance with law provisions.

Fines range on enterprises without the legal representative residing in Vietnam.

Pursuant to Article 51 of Decree 122/2021/NĐ-CP stipulating the sanctioning of violations of the legal representative as follows:

“1. Fines ranging from VND 20,000,000 to VND 30,000,000 for one of the following violations:

a) Failing to have the legal representative residing in Vietnam;

b) Failing to authorize another person in written document to act as a representative or a written authorization that has expired but is not renewed when the sole legal representative of the enterprise exits Vietnam;

c) The authorized legal representative does not meet the standards in accordance with regulations;

d) Authorization exceeds the maximum number of authorized persons as prescribed by law.

2. Solutions:

a) Forcible registration of a person residing in Vietnam as the representative of an enterprise, for violations specified at Point a, Clause 1 of this Article;

b) Forcible authorization of another person to act as a representative, for violations specified at Point b, Clause 1 of this Article;

c) Forcible change of a representative who meets the prescribed criteria, for violations specified at Point c, Clause 1 of this Article.”

*NOTE: Above are individual penalty levels. The fines imposed on organization are double of the individual levels.

Thus, if enterprises do not have legal representatives residing in Vietnam, they might be penalized from VND 20,000,000 to VND 30,000,000. In addition, enterprises must apply the solution of forcible registration of a person residing in Vietnam as the representative of the enterprise.

Why should you use VinaSC’s services?

• With big data systems storing information of professional candidates, Vinasc Group is always ready to provide you with the best services in many different fields.

VinaSC Group has many years of experience in consulting, supporting, predicting risks and providing solutions for FDI enterprises.

• Abundant in human resources, professionally trained in both skills and operations;

• Legal compliance: Our services of appointing personnel as Nominee Director is implemented on the principle of strict compliance with the law.

• VinaSC’s services fee is consistent with the quality of services that customers receive.

• Economic efficiency is achieved beyond customers’ expectations from our services provision.


Other services of Vinasc Group?

Vinasc not only offers Nominee Director services, but also many other services for businesses:

• Consulting and conducting foreign company establishment procedure in Vietnam

• Consulting and conducting foreign work permits procedure in Vietnam

• Consulting and conducting foreign loan registration procedures

• Consulting and conducting the remittance procedure of transfer capital and profits abroad.

• Independent audit services

• Tax review and tax audit services

• Chief accountant services, accounting full package

• Consulting services and conducting tax procedures according to the law

• Office for rent

• Shared office services

• Virtual office services

• Real estate brokerage services.

Please contact us for timely advice and support.