Nominee director in Vietnam: Qualifications and Responsibilities in accordance with Vietnam Law on Enterprises
Nominee Director in Vietnam is a qualified persons that, on behalf of the company owned by other parties as individual or legal entities in Vietnam or foreign countries, exercises and performs the rights and obligations derived from the company’s transactions in Vietnam.
When the term nominee director is used, it generally means a person whose name is registered in the Business Registration Certificate as legal representative in Vietnam and appears on the public register at Vietnam National Business Registration Portal. Vietnam Law is very clear that there is no such concept as a nominee director and that all directors owe the same director duties as any other director to the company.
Qualification of nominee director in Vietnam:
1. He/she shall reside in Vietnam. Whenever he/she leaves Vietnam. He/she has to authorize another Vietnamese resident, in writing, to act on his/her behalf. If company has many nominee directors, there is at least of one shall reside in Vietnam.
2. Has professional qualifications and experience of business administration and satisfies other conditions specified in the company”s articles and memorandum of company associations.
3. Is not in one of the persons specified in Clause 2 Article 17 of Law on enterprises.
Responsibilities of nominee director in Vietnam:
1. Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the company’s lawful interests;
2. Be loyal to the company’s interests; not abuse his/her power and position or use the company’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;
3. Promptly and fully provide the company with information about the companies that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.
4. Nominee director shall be personally responsible for any damage to the company within the limits of responsibilities specified in Clause 1,2,3 above.
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