Question:
Dear Lawyer, can the authorized representative of a shareholder/member delegate their rights and obligations to another person? (The delegation follows the diagram below:
Foreign Company -> First Authorized Person -> Second Authorized Person -> Vietnamese Company). We kindly ask for your consultation for our Company.
Answer:
The Vietnamese Enterprise Law does not have a mechanism allowing an authorized representative to delegate their authority to another person (as indicated in the diagram provided in the question). Furthermore, the authorized representative essentially acts according to the will of the foreign company. Therefore, we recommend completely replacing the old authorized representative with another individual. If the old authorized representative later wishes to sign again, they can follow the process to replace the authorized representative as initially set.
