For Limited Liability Companies (LLCs), the mandatory corporate officers are the following:
- Chairperson of the Member Council;
- Director or General Director: the Director or General Director can be appointed by the Member Council, alternatively the Chairperson of the Member Council may concurrently act as the Director or General Director of the company. Whilst in this latter instance the same person will hold two different roles, such two roles shall always be present regardless of who holds them;
- Members of the Inspection Committee: the Inspection Committee must have from three to five members, appointed by the Members’ Council. The head of the Inspection Committee shall be elected among its members; the election, removal or discharge shall be implemented on the principle of majority vote. The rights and obligations of the head of the Inspection Committee shall be stipulated in the articles of association of the company. The majority of the members of the Inspection Committee must be permanent residents (though not citizens) of Vietnam. the Inspection Committee is not mandatory if the LLC is 100% privately owned (privately owned meaning that no shareholder is a State-owned entity).
All the other position can be appointed at will.
For Joint Stock Companies (JSCs), there are two types of internal organisation, as follows:
- a General Meeting of Shareholders, a Board of Management, an Inspection Committee and a Director or General Director. If the number of the shareholder is less than 11, the Inspection Committee is optional;
- a General Meeting of Shareholders, a Board of Management and a Director or General Director. In this case, at least twenty percent of the number of members of the Board of Management must be independent members and there an auditing committee must be established under the Board of Management.
Please note that for both LLCs and JSCs there is another figure, i.e. that of the Legal Representative, who is the person that appears in the company’s Enterprise Registration Certificate (ERC). Any company must appoint a Legal Representative, who can also serve as corporate officer.