Legal Representative, Seal and Company Bank Account

Many people newly setting up a company think the legal representative is just “a name on the license”, the seal is something that must be had, and a personal bank account can be used for convenience while waiting to open the company account. All three understandings can later expose the company’s dossiers, contracts or cash flow to risk.

Short answer: the legal representative is the only person (or persons, if the charter allows several) with the right to sign dossiers, contracts and tax returns in the company’s name — when absent, a written authorization is required, and no one can be casually asked to sign on their behalf. A seal is currently not required to be engraved; a company may use a digital signature in place of a seal, but electronic dossiers always need the legal representative’s valid digital signature. The bank account must be in the company’s name exactly as on the enterprise registration certificate, and a personal account must not be used.

Who is the legal representative and what powers do they have?

Under the Law on Enterprises, the legal representative is an individual named in the charter who represents the company in exercising rights and performing obligations arising from the company’s transactions; represents it as the applicant in civil matters, plaintiff, defendant, or person with related rights and obligations before arbitration or court; and exercises other rights and obligations under the law.

Every tax return, important contract, enterprise registration dossier and the company’s digital signature is anchored to this person. Limited liability companies and joint stock companies may have one or several legal representatives; the company charter must clearly state the number, management titles, and the rights and obligations of each person if there are two or more representatives.

Law No. 76/2025/QH15 (effective 1 July 2025) amends Article 13 to clarify: the legal representative bears personal responsibility, as provided by law, for damage caused to the company by breaching their responsibilities (honesty, prudence, and acting in the company’s lawful interests). This amendment ties personal responsibility to specific legal provisions, instead of only stating a general principle as before.

When absent, a person must be authorized — there is no “signing on behalf”

The Law on Enterprises requires the company to ensure there is always at least one legal representative residing in Vietnam. If the company has several legal representatives but only one remains residing in Vietnam, that person, when leaving Vietnam, must authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative; the authorizing person remains responsible for the exercise of the authorized rights and obligations (clause 3, Article 12 of the 2020 Law on Enterprises).

Another case: if the company has only one legal representative (no second person to substitute), and this person is absent from Vietnam for more than 30 days without authorizing another person, or dies, goes missing, is being prosecuted criminally, is in temporary detention, is serving a prison sentence, is serving an administrative measure at a drug rehabilitation or compulsory education facility, has limited or lost civil act capacity, has difficulty in cognition or controlling behavior, or is banned by a Court from holding a position, practicing or doing certain work, then the company owner, the Members’ Council or the Board of Directors (depending on the type) must appoint another person as legal representative (clause 5, Article 12 of the 2020 Law on Enterprises).

A temporary authorization — for example a business trip abroad of a few weeks — must be in writing and state clearly the scope of work authorized. An accountant or secretary who signs a tax return or contract on behalf of the representative without a valid written authorization puts those documents at risk of being treated as signed without proper authority, affecting the validity of the transaction.

Company seal: engraving is not required, but a digital signature must be used

The rules on seals have been relaxed in two stages: before the 2014 Law on Enterprises, an enterprise had to register its seal specimen with the police authority before use; this procedure was abolished by the 2014 Law on Enterprises (effective 1 July 2015), replaced by the enterprise engraving its own seal and only needing to notify the seal specimen to the business registration authority for public posting before use. With the 2020 Law on Enterprises (effective 1 January 2021), the procedure of notifying the seal specimen was also abolished. Under Article 43 of the current Law on Enterprises, an enterprise’s seal includes a seal made at an engraving facility, or a seal in the form of a digital signature under the law on electronic transactions. The enterprise decides the type, number, form and content of the seals of the company, branches and representative offices; the management and keeping of seals follow the company charter or internal regulations; and the specimen does not have to be notified before use.

This does not mean “no seal is needed and that is the end of it”. In practice, when submitting enterprise registration dossiers and tax returns through the National Business Registration Portal and the electronic tax portal, the company must still have the legal representative’s valid digital signature — this is what “opens the door” to electronic procedures, not a scan of an engraved seal. A physical engraved seal is still useful and accepted on paper contracts, but cannot replace a digital signature in electronic dossiers.

For household businesses: a household business is not a legal entity and so does not fall within the scope of Article 43 of the Law on Enterprises on enterprise seals.

Company bank account: in the legal entity’s name, not a personal name

After receiving the enterprise registration certificate, the company needs to open a payment account at a commercial bank or a foreign bank branch in Vietnam. Under Circular No. 17/2024/TT-NHNN on opening and using payment accounts, as amended and supplemented by Circular No. 25/2025/TT-NHNN (effective 31 August 2025, some contents applying from 1 December 2025 and 1 March 2026), the name of an organization’s payment account must include the organization’s name as on its establishment license, establishment decision or enterprise registration certificate — not the name of an individual opening it on its behalf. When opening an account at the counter, the bank must also verify the biometric information of the legal representative.

The account opening dossier usually includes: the enterprise registration certificate, the valid citizen identity card of the legal representative, the company charter, and documents proving the person signing the dossier is indeed the legal representative (or a validly authorized person). The person signing the account opening dossier and the person with transaction rights on the account must match the registered legal representative, or a person authorized in writing.

Why a personal account should not be used to receive and pay money for the company

Some new companies, especially in the early period, receive payments for goods and services into the director’s personal account and only transfer them to the company account at the end of the month. This creates two risks: first, the tax authority cross-checks cash flow through accounts to determine revenue and reasonable expenses; non-transparent personal cash flow is easily questioned in a tax inspection or audit. Second, if the company later dissolves or a dispute arises, proving the company’s contributed capital, revenue and actual expenses will be harder when cash flow is mixed with a personal account.

Charter capital contribution should also be made through the company’s bank account to have supporting documents — contribution in cash, with oral handover and no records, will be hard to confirm when actually contributed capital needs to be cross-checked.

Changing the representative: remember to update the bank

When the company completes the procedure for changing the legal representative at the business registration authority, it should proactively notify and update the information on the person authorized to sign and the legal representative on the bank account records. Missing this step leaves a person who has left the position possibly still holding transaction rights on the company account in the bank’s system, even though they have in fact lost their authority to represent.

How do these three matters relate to each other?

The representative, the seal (or digital signature) and the bank account are not three separate procedures — together they establish who has the right to act in the company’s name and how the company expresses that will externally. A proper set of dossiers, whether signing a contract, filing a tax return or transacting with a bank, needs to match three elements: the right person with representative authority at the time of signing, the right form of confirmation (a hand signature with a seal, or a digital signature), and the right account in the legal entity’s name.

A discrepancy at any link — the signer is no longer the legal representative, the seal/digital signature does not match, or cash flow runs through a personal account — can become a point of questioning when the company deals with partners, banks or the tax authority, or when the company changes its representative, transfers capital, or later carries out dissolution and needs to prove its whole history of capital, cash flow and signatures on dossiers.

Keep records tidy from the start, avoid trouble later

A newly established company should make a short tracking list: who is currently the legal representative, whether the company uses an engraved seal or only a digital signature, which bank account is the company’s official account and who has signing authority on it. Whenever there is a change — a new representative, an additional account, a change of authorized person — update internal records and the relevant places (the bank, the tax authority if needed) immediately. This simple practice helps the company avoid a situation where several people think they have signing rights, or no one is clear which account is the official one, when the company has operated for a few years and management personnel have changed many times.

How Thái Tín supports you

Thái Tín is the coordinating point that helps a business review and standardize the records on the representative, seal, digital signature and bank account from the establishment stage or when there is a change:

Reviewing the charter, determining the correct legal representative and the scope of authorization to prepare when the representative is frequently absent.
Connecting partners who support digital signature registration and working with banks when opening the company account, so the dossier matches the legal entity’s name and the person with signing authority.
Tracking and reminding to update the representative and the person authorized to sign on the bank account whenever the company’s management personnel change.
For a business that goes through the whole life cycle, clear records on the representative and accounts from the start make a later dissolution smoother when capital, cash flow and signatures need to be proven again.

Banks and the business registration authority are the places that review and decide dossiers. Preparing to set up a company or need to change the representative or open an account? Send your specific situation so Thái Tín can advise on the next step.

Questions and answers

Must a company have a seal?

No. Under the Law on Enterprises, an enterprise's seal includes a seal made at an engraving facility or a seal in the form of a digital signature under the law on electronic transactions; the enterprise decides the type, number, form and content of the seals of the company and its branches and representative offices, and does not have to notify the seal specimen before use. The management and keeping of seals follow the company charter or internal regulations.

Without an engraved seal, how does a company sign transactions?

Dossiers and returns submitted through the National Business Registration Portal and the electronic tax portal currently use the legal representative's digital signature in place of a wet seal; this is a mandatory condition for submitting electronic dossiers, not just an option. For paper contracts, an engraved seal (if the company still uses one) and the signature of the representative or authorized person remain valid according to the parties' agreement.

Who may sign in place of the legal representative when they are absent?

Only a person authorized by a valid written authorization, within the scope of authorization. The Law on Enterprises distinguishes two cases: if the company has several legal representatives but only one remains residing in Vietnam, that person must authorize another individual residing in Vietnam in writing when leaving the country (clause 3, Article 12); if the company has only one legal representative and that person is absent from Vietnam for more than 30 days without authorizing another person (or dies, goes missing, is subject to criminal prosecution, etc.), the company owner, the Members' Council or the Board of Directors must appoint another person as legal representative (clause 5, Article 12). An employee who 'signs on behalf' without a written authorization puts the dossier or contract at risk of being treated as signed without authority.

May a company use the director's personal account to collect payment for goods?

It should not, and it carries risk. An organization's payment account must bear the organization's name as on the enterprise registration certificate, not a personal name. Receiving and paying money through a personal account makes it hard for the company to prove cash flow, revenue and valid expenses at tax finalization, and hard to separate personal assets from company assets if a dispute or dissolution arises later.

If the legal representative changes, must the seal and bank account change too?

The seal (if an engraved seal bears the company's name and not the representative's name) usually does not need to change, because the seal belongs to the legal entity, not to the individual representative. The bank account is different: the bank needs to update the person authorized to sign and the account's legal representative as soon as the company completes the procedure for changing the representative at the business registration authority, to avoid a situation where a person who has left the position still has transaction rights on the company account.

Legal basis · verification date

Verified 29 September 2026 · next review 29 December 2026. The content is general guidance and does not replace advice for a specific case.

Law on Enterprises No. 59/2020/QH14, Article 12 (Legal representative of an enterprise — clause 3: authorization when leaving the country if the company has only one representative residing in Vietnam; clause 5: appointing another person when the company has only one representative who is absent for more than 30 days without authorizing, or in other cases), Article 13 (Responsibilities of the legal representative), Article 43 (Seal of an enterprise).
Law on Enterprises No. 68/2014/QH13, effective 1 July 2015 — abolishing the procedure of registering the seal specimen with the police authority, replaced by the enterprise engraving its own seal and notifying the seal specimen to the business registration authority before use.
Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises, passed by the National Assembly on 17 June 2025, effective 1 July 2025 — amending clause 2, Article 13, adding the phrase 'in accordance with the provisions of law' when determining the personal responsibility of the legal representative for damage caused to the company.
Civil Code No. 91/2015/QH13, on authorization and representation by authorization.
Circular No. 25/2025/TT-NHNN of the State Bank of Vietnam (issued and effective 31 August 2025, some contents applying from 1 December 2025 and 1 March 2026) amending and supplementing Circular No. 17/2024/TT-NHNN on opening and using payment accounts at payment service providers — adding: the name of an organization's payment account must match the name on the enterprise registration certificate or the document proving lawful establishment; adding the requirement to verify the biometric information of the legal representative when opening an account at the counter.
National Business Registration Portal (dangkykinhdoanh.gov.vn) — guidance on submitting enterprise registration dossiers online using the legal representative's digital signature or electronic identification account.