Is the President of the Board of Directors a legal representative?

Is the President of the Board of Directors a legal representative?
Posted date: 09/02/2021

I and two of my friends want to contribute capital to open a joint-stock company. Now, we're looking to select a legal representative. So I would like to know whether or not the representative is the President of the Board of Directors of the company? I hope FDVN can advise me.

FDVN’s opinion:

Thank you for concerning FDVN’s legal services. Regarding your consulting requests, after studying the relevant legal documents, FDVN Law Firm would like to give you the following advice:

According to Clause 1, Article 12 of the Law on Enterprises 2020, the enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law.

Person to act as the legal representative of a joint-stock company regulation in Clause 2 Article 134 of the Law on Enterprises 2014: “If the company has only one legal representative, the President of the Board of Directors or the Director/General Director shall be the legal representative. The President of the Board of Directors shall be the company’s legal representative unless otherwise prescribed by the company's charter. If the company has more than one legal representative, the President of the Board of Directors and the Director/General Director shall be the company’s legal representatives.

Thus, in case the Company has only 01 legal representative, it is possible to agree in the company's charter that the President of the Board of Directors is not the legal representative, in case the Charter does not have other regulations, the President of the Board of Directors or the Director/General Director shall be the legal representative of the company. In case the company has more than one legal representative, the President of the Board of Directors and the Director/General Director shall be the company’s legal representatives.

Above is FDVN Law Firm's opinion for your consulting requests based on studying the relevant legal provisions. Hopefully, FDVN's advice would be helpful to you.

Nguyen Thi Lan Anh - FDVN Law Company


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