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The mechanism of authorized representatives of entity members in multi-member limited liability companies

In corporate investment and governance, it is common for an entity member to appoint an authorized representative (“ Authorized Representative ”) to exercise the rights attached to its capital contribution, particularly in foreign-invested enterprises. In practice, however, many entity members still confuse the number of Authorized Representatives with their voting rights, resulting in difficulties in the organization and operation of the Members’ Council. This article analyzes the legal framework governing Authorized Representatives under the Law on Enterprises 2020 and highlights several legal issues that entity members should take into consideration when applying this mechanism.  1. Authorized Representatives of entity members Under Vietnamese law, an Authorized Representative is an individual authorized in writing by an entity member to, on behalf of and in the name of such entity member, exercise the rights and perform the obligations of the member in the company. 10 The writte...
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When Can Asset Leasing Be Considered Financial Leasing?

In recent years, many companies have implemented business models based on investing in assets and allowing customers to use those assets through periodic payments, such as rent-to-own models, leasing of machinery and equipment, or leasing of rooftop solar power systems. These models are often structured as standard asset leasing transactions, with the aim of enabling customers to access assets with lower upfront investment costs.   However, from a legal perspective, the term “leasing” does not always determine the true nature of a transaction. In certain cases, the competent authority may look at the economic structure and specific contractual terms to assess whether the transaction bears the nature of financial leasing.   Correctly distinguishing between a standard asset lease and financial leasing is of practical importance for companies, as a transaction considered financial leasing may trigger compliance requirements applicable to credit institutions.   1. What is financial leas...
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Other legal issues relating to outward investment procedures

In addition to the initial procedures for implementing outward investment activities, the Investor should take note of certain legal obligations arising during the implementation of the project, particularly periodic reporting obligations and the obligation to remit profits back to Vietnam. These are important legal matters to ensure that outward investment activities are carried out in compliance with the applicable regulations and to avoid the risk of administrative penalties.  1. Periodic reporting procedures:   Pursuant to Articles 48.3(b), 48.3(c), and 48.4 of the Law on Investment 2025, Article 35.2 of Decree No. 103/2026/ND-CP, and Article 25 of Circular No. 12/2016/TT-NHNN, during the implementation of an outward investment project, the Investor must comply with the following periodic reporting regime:  No.   Report   Reporting method   Receiving authorities   Form   Deadline   1.  Semi-annual and annual periodic report on the operation status of the investment p...
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Legal Due Diligence of Healthcare Intermediary Service Platforms in Vietnam: Perspectives on Licensing, Intellectual Property, and Personal Data

I. INTRODUCTION The market for healthcare service booking platforms in Vietnam – spanning telemedicine, appointment booking, and online health consultations – is growing rapidly, driving a wave of fundraising and mergers and acquisitions (M&A) in the health technology sector. However, unlike a typical technology start-up, legal due diligence on this group of businesses is considerably more complex, as their business models sit at the intersection of multiple areas of law: the law on medical examination and treatment, e-commerce law, intellectual property law, and personal data protection law.   This overlap means that the legal risks of a Healthcare Intermediary Service Provider are rarely concentrated in a single area, but instead spread across several layers: from correctly classifying the operating model, to ownership of intellectual property assets, to compliance with personal data protection obligations. A red flag at any one of these layers can directly affect th...
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