Residency Requirements For A Company's Legal Representative In Vietnam

Under Clause 3, Article 12 of the 2020 Law on Enterprises, a company must ensure that at least one legal representative resides in Vietnam at all times. Meanwhile, Clause 2, Article 2 of the 2025 Law on Personal Income Tax defines a tax resident as an individual who is present in Vietnam for at least 183 days in a calendar year or 12 consecutive months, or has a permanent place of residence in Vietnam.

Mr. Nguyen Anh Truong from Phu Tho asked whether “residing in Vietnam” under the 2020 Law on Enterprises has the same meaning as “tax resident” under the 2025 Law on Personal Income Tax. He also asked whether foreign legal representatives must meet the 183-day presence requirement.

The Ministry of Finance clarified as follows:

Clause 3, Article 12 of the Law on Enterprises requires companies to maintain at least one legal representative residing in Vietnam. If only one such representative remains, they must authorize another Vietnam-resident individual in writing to perform their rights and obligations during their absence from Vietnam. The representative remains liable for the delegated duties.

Under Clause 2, Article 2 of the Law on Residence, as amended, residence means living at a location within a commune-level administrative unit. Clause 5, Article 2 defines residence registration as procedures for permanent and temporary residence registration, temporary absence declarations, accommodation notifications, and updates to residence information.

Residence registration procedures are governed by the Law on Residence and its implementing regulations, including Decree No. 154/2024/ND-CP and Decree No. 58/2026/ND-CP.

For guidance on specific residence procedures, contact the Ministry of Public Security.