Guide Category: Corporate governance

Many investors arrive in Vietnam expecting to appoint a statutory company secretary, a role that is mandatory in jurisdictions such as Singapore, Malaysia or Hong Kong.

However, Vietnam operates under a different framework. The Law on Enterprises and related regulations do not establish a statutory position called company secretary. Instead, governance and compliance responsibilities are distributed among key managerial positions. Understanding how these responsibilities are structured is essential for staying compliant without adding roles that Vietnam’s law does not require.

This guide clarifies whether a company secretary is required in Vietnam, outlines governance and filing responsibilities and explains why many companies still use corporate secretarial support.

Is a company secretary legally required in Vietnam?

Vietnam’s corporate governance framework is set by the Law on Enterprises and its implementing instruments. That framework specifies key positions and responsibilities but does not create a statutory company secretary role. In practice, this means Vietnamese companies are not required to appoint a company secretary.

Instead, governance and compliance responsibilities are shared among statutory roles. The Members’ Council or Board of Directors handles key decisions, the legal representative acts as the authorised signatory and represents the company before authorities, and the General Director manages day-to-day operations. Together, these roles perform the governance and compliance functions typically carried out by a company secretary in other jurisdictions.

What role does a company secretary usually perform?

In jurisdictions where the role is mandatory, a company secretary typically:

• Maintains statutory registers and company records
• Prepares and files annual returns and other compliance documents
• Drafts and organises board and shareholder resolutions and meetings
• Advises on corporate governance and regulatory changes

In Vietnam, these functions are still necessary, but they are handled without a formal company secretary position.

Corporate compliance responsibilities in Vietnam

Vietnamese companies must manage a range of compliance tasks, from maintaining records and filing documents to supporting meetings and safeguarding company stamps.

Maintaining statutory registers and records

Vietnamese companies must maintain internal corporate records that reflect their governance arrangements, appointments and material changes. Many investors maintain an internal secretarial register and records of legal representatives and appointments as part of good governance practice, even though no specific company secretary is required by law. Service providers can help set up and maintain these registers to a professional standard.

Preparing and filing compliance documents.

Filings with the Department of Finance and other authorities are signed and submitted by the legal representative or an authorised delegate. Routine work includes amendments to enterprise or investment certificates, updates to registered particulars and post-licensing matters.

General board meeting support

This includes scheduling meeting dates in consultation with directors’ personal assistants and sending calendar invitations. Organising and preparing materials for board and committee meetings, including the compilation and distribution of board packs, is also essential.

During meetings, minutes must be recorded to ensure accurate documentation of decisions. Additionally, guidance on meeting procedures and governance matters is provided to ensure compliance with regulatory and internal requirements.

Board and shareholder documentation

Drafting decisions of the director or general director, members’ council or board resolutions and shareholder decisions is a regular requirement as the business evolves. Professional teams often prepare the documentation pack and support meeting organisation to ensure records are complete and compliant.

Governance and regulatory updates

Vietnam’s regulatory landscape changes frequently. Companies often rely on external advisors for guidance on the practical impact of new rules, to keep internal governance aligned and to avoid defects in filings or processes.

Custody of company chop and originals

Vietnam still relies on physical company stamps. Many enterprises establish formal controls over the custody and use of the company chop and key certificates to reduce execution risk. Corporate secretarial support can include managing stamp use and maintaining custody protocols.

Who is responsible for compliance in Vietnamese companies?

In Vietnam, compliance responsibilities are share among the legal representative, management and accounting officers to ensure legal, financial and regulatory obligations are met.

The legal representative

The legal representative is a mandatory position. Companies can appoint one or more legal representatives, but at least one must generally reside in Vietnam. The company’s charter should specify the rights and obligations of each legal representative if multiple are appointed.

In practice, the legal representative:

• Signs contracts and represents the company in legal and administrative matters
• Ensures the company meets ongoing compliance requirements, including those related to business registration, licensing, tax and labour
• Submits applications and filings to the Department of Planning and Investment and other agencies, or authorises a delegate to do so

For foreign investors, it is common to decide early whether to appoint a single legal representative or multiple legal representatives with delineated authority. A multiple-representative model can support continuity if the primary representative is travelling or unavailable, as long as the charter assigns clear scopes of authority for approvals and signing.

The general director and management bodies

The general director oversees day-to-day operations. Depending on the entity type, companies will also have a members’ council (multi-member LLC) or a board (joint stock company), which makes strategic and structural decisions recorded through formal resolutions. These decisions, once approved, often trigger administrative filings that must be signed by the legal representative.

Accounting oversight and chief accountant

Vietnam requires accounting compliance and expects enterprises to appoint a qualified chief accountant. Although not a company secretary, the chief accountant is integral to statutory reporting and financial control, and often collaborates with management on compliance calendars and audit readiness. Many businesses outsource this function to ensure segregation of duties and professional review.

Why companies still seek company secretarial support in Vietnam

Even though there is no legal requirement to appoint a company secretary, many companies engage corporate secretarial support to meet practical needs and mitigate compliance risk.

Typical areas include:

• Drafting and filing corporate decisions and resolutions. Support for director’s decisions, members’ council or board resolutions and shareholder decisions, together with the required filings.
• Managing corporate changes. Coordination and documentation when updating business lines, company name, registered address, legal representative, charter capital or share ownership.
• Liaising with authorities. Preparation and submission of change applications, responses to licensing authority queries and retrieval of updated enterprise documents.
• Maintaining corporate registers and records. Establishing and updating the internal secretarial register, register of legal representatives and appointment records to meet best practice standards.
• Custody and control of the company chop and originals. Implementing controls and custody for the company stamp and original certificates to reduce execution risk.
• Tracking regulatory deadlines. Coordinating calendars for periodic filings, renewals and regulatory reporting obligations across tax, labour and corporate domains.

Key considerations for foreign investors

Understanding Vietnam’s corporate setup and compliance requirements is crucial for foreign investors to operate efficiently and legally.

Expect differences from jurisdictions where a company secretary is mandatory

Vietnam’s framework relies on the legal representative and general director, not a dedicated secretary. Foreign investors should adapt internal governance playbooks accordingly, ensuring that decision-making, signing authority and documentation workflows align with Vietnamese practice.

Decide the legal representative model early

Determine whether to appoint a single legal representative or multiple legal representatives. Document authorities in the charter and ensure at least one appointee generally resides in Vietnam to meet practical and legal requirements.

Design document and stamp controls

Establish custody and usage protocols for the company chop and key originals. Many companies engage a professional custodian or implement internal registers and issuance logs to strengthen control.

Integrate compliance calendars

Vietnam’s compliance landscape includes recurring obligations across corporate, tax and labour. A structured compliance calendar and clear responsibility matrix help avoid missed deadlines and queries from authorities.

Leverage professional support where needed

Outsourced corporate secretarial support can handle routine resolutions, filings and changes, while accounting outsourcing can provide the qualified chief accountant oversight mandated in Vietnam and strengthen segregation of duties.

Conclusion

Vietnam does not require the appointment of a company secretary. Instead, compliance and governance duties are handled by the legal representative, management bodies and core functions such as accounting. Nevertheless, the underlying tasks that a company secretary would manage elsewhere still exist. Many companies therefore engage corporate secretarial support to keep records tight, filings timely and authority interactions efficient. For foreign-invested enterprises in particular, this approach reduces the risk of defects or delays and ensures everyday governance aligns with Vietnamese practice.

How Acclime can help with corporate secretarial services in Vietnam

Acclime provides a full corporate secretarial service tailored to Vietnam’s legal framework. The team sets up and maintains a professional corporate secretarial register, prepares director’s decisions and members’ council or shareholder resolutions, manages amendments to enterprise and investment certificates and liaises with licensing authorities to complete filings. Acclime can also implement controls around the company chop and key originals, support the organisation of meetings and coordinate compliance calendars alongside accounting, tax and payroll teams. Where suitable, Acclime provides compliance support services on resident legal representative and registered address and integrates these with ongoing governance support so that companies operate smoothly and remain compliant as they grow.