A Representative Office (RO) of foreign company in Vietnam must have a Chief Representative. This person responsible for managing the RO’s activities. So what are roles and requirements for the Chief Representative? 

What is the Chief Representative in Vietnam?

Chief Representative is an individual, either a foreigner or Vietnamese, appointed by the foreign company to lead its representative office in Vietnam. This role requires registration with the Department of Trade and Industry.

A Chief Representative cannot hold the following positions concurrently:

• Chief of a representative office of another foreign company
• Chief of a branch of the same foreign company
• Legal representative of the same or another foreign company
• Legal representative of other economic organizations established in Vietnam

Learn more: How to open a Representative Office in Vietnam

Roles and responsibilities of a Chief Representative

According to Article 33 of Decree No. 07/2016/ND-CP

1. Responsibilities of the Chief Representative

The Chief Representative is accountable to the foreign company for their own actions and those of the Representative Office, both within and beyond the scope of the authority granted by the foreign company.

2. Authorization for Contractual Matters

In cases where the Chief Representative is authorized by the foreign company to enter into, modify, or supplement contracts, the foreign company must issue written authorization for each such instance.

3. Delegation of Authority

When leaving Vietnam, the Chief Representative must issue written authorization to another individual to exercise their rights and obligations. This authorization requires the approval of the foreign company. The Chief Representative remains responsible for the execution of the delegated rights and obligations.

4. Continuation of Authorized Duties

If the Chief Representative’s authorization expires and they have not returned to Vietnam, and no further authorization has been granted, the authorized person may continue to exercise the Chief Representative’s rights and obligations within the authorized scope until the Chief Representative returns to work at the Representative Office or until the foreign company appoints another person as the Chief Representative.

5. Appointment of a New Chief Representative

In the event that the Chief Representative is absent from Vietnam for more than 30 days without delegating authority to another individual, or in the event of their death, disappearance, temporary detention, imprisonment, or restriction of civil legal capacity, the foreign company must appoint a new Chief Representative.

Foreign Chief Representative in Vietnam

If a foreign company appoints a foreigner to be the Chief Representative in Vietnam, the Vietnam RO must apply for the Chief a Vietnam work permit for the job position of Manager, unless exempted. In addition, the foreign Chief Representatives may obtain a Vietnam Temporary Resident Certificate, which allows them to reside legally in Vietnam.

Change the Chief Representative 

When appointing a new Chief Representative, the RO must submit the application for amendment to the Department of Industry and Trade no later than 60 days from the appointment date. Failure to comply with this requirement may result in a fine ranging from VND 10,000,000 to VND 20,000,000

Complying with Vietnamese legal regulations regarding Chief Representatives is essential for smooth business operations for representative office of foreign companies in Vietnam. Nova Law can assist you with both registering your RO and managing changes to your Chief Representative.