What is the legal representative of the business?
What is the legal representative of the enterprise? What are the regulations, number, roles, and responsibilities of legal representatives for enterprises? This article of TASCO will provide more specific information to customers about issues related to the legal representative of the business.
1. What is the legal representative of the enterprise?
🔅 The legal representative of an enterprise is an individual representing the enterprise to do rights and obligations arising from transactions of the enterprise, representing the enterprise in the capacity of a requester for settlement of civil matters, plaintiffs, defendants, persons with related interests, and obligations before arbitration, courts and other rights and obligations as prescribed by law.
🔅 Depending on the type of business, the legal representative can hold different positions. The number and title of the manager and the rights and obligations of the legal representative of the enterprise are specified in the company's charter:
✔️ One member limited liability company: President, Director, General Director...
✔️ Limited liability companies with 2 or more members: Chairman of the Members' Council, Director or General Director…
✔️ Joint-stock company: Chairman of the Board of Directors, Director, General Director, or other positions specified in the company's charter.
✔️ Partnership: A general partner, holding the position or concurrently holding the position of Chairman of the Members' Council, Director or General Director...
✔️ Sole Proprietorship: Business Owner.
2. Regulations on legal representatives of enterprises:
✔ Being a person aged full 18 years or older, have full civil act capacity;
✔ Not subject to a ban on business management and establishment;
✔ The representative is not necessarily a capital contributor to the company;
3. Number of legal representatives of the enterprise:
🔗 Limited liability companies and joint stock companies may have one or more legal representatives. The company's charter specifies the number and management titles and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company's charter specifies the rights and obligations of each legal representative.
🔗 The enterprise must ensure that there is always at least one legal representative residing in Vietnam.
🔗 In case an enterprise has only one legal representative but cannot ensure the do its rights and obligations towards the enterprise, the company owner, the Members' Council, or the Board of Directors must appoint another person in the following cases:
◾ Being absent from Vietnam for more than 30 days without authorizing another person to perform the rights and obligations of the legal representative;
◾ Death;
◾ Missing;
◾ Being detained;
◾ Being prosecuted for criminal liability;
◾ Currently serving a prison sentence;
◾ Limited or incapacitated civil acts;
◾ Currently serving administrative handling measures at compulsory detoxification establishments or compulsory education establishments;
◾ Difficulty in cognition and behavior control;
◾ Prohibited by the Court from holding certain posts, practicing certain professions, or doing certain jobs.
4. Rights, obligations, and responsibilities of the legal representative of the enterprise:
⏩ Rights and obligations of the legal representative:
➥ To decide on issues related to the daily business of the company that is not under the authority of the company's president, the Members' Council, or the Board of Directors.
➥ Organize the implementation of resolutions and decisions of the company's President, Board of Members, and Board of Directors;
➥ Organize the implementation of the company's business plan and investment plan;
➥ Proposing the organizational structure plan, and internal management regulations of the company;
➥ To appoint, relieve from duty or dismiss managerial positions in the company, except for those under the authority of the company's 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;
➥ 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, chair, and chair 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 signs resolutions and decisions of the Board of members and the Board of Directors;
➥ Other rights and obligations as prescribed by the Enterprise Law 2020 and the company's charter.
⏩ Responsibilities of the legal representative of the enterprise:
➥ To exercise the assigned rights and obligations honestly, carefully, and best to ensure the legitimate interests of the enterprise;
➥ Loyal to the interests of the enterprise; not abuse their position and use information, 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 which he or his related persons own or have shares or contributed capital in accordance with the provisions of this Law.
➥ Take personal responsibility for damage to the business due to violations of the above-said responsibilities.
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