What are the roles and obligations of the nominee in Vietnam?

Appointing a local nominee as owner/shareholder of the company can avoid restrictions on foreign investment and shorten the time required to establish the company. 

The nominee or trustee structure also protects the identity of the beneficial owner as only the name of the Vietnamese nominee will be officially registered in the company.

The Vietnamese individual appointed by the foreign investors is registered as owner of the capital or shares of the target company. Further, to ensure administrative compliance as registered owner/shareholder, the nominee can also hold key managerial positions if required by the investors.

Legal services:

  • Selecting and appointing a nominee to represent the investors as Director, Shareholder, Head of Representative Office, Head of branch, etc.
  • Tailoring nominee service agreements to protect the investors’ rights.

How to proceed?

  • Contact us via phone, email or create a CRM account to define your investment requirements and objectives with our lawyers;
  • Whenever possible we will meet in person to define your legal strategy in depth.
  • Our legal services will notably include our advisory on the pros and cons of the nominee structure and how to secure the investment and ensure that dividends, capital gains and other benefits are remitted to the beneficial owner.
  • After drafting the nominee agreement defining the rights and obligations of the nominee and beneficial owner, we will nominate a reputable Vietnamese individual to act as your representative in the target company.
  • At any time, you can access the CRM system to manage and keep a track of your legal services.

Appointing a local nominee as owner/shareholder of the company can allow to avoid restrictions on foreign investment and shorten the time required to establish the company. The nominee or trustee structure also protects the identity of the beneficial owner as only the name of the Vietnamese nominee will be officially registered in the company.

The Vietnamese individual appointed by the foreign investors is registered as owner of the capital or shares of the target company. Further to ensuring administrative compliance as registered owner/shareholder, the nominee can also hold key managerial positions if required by the investors.

A joint venture company involving foreign and Vietnamese partners should be set up by obtaining an Investment Registration Certificate (“IRC”) to register the project of establishing the joint venture company and then by obtaining the Enterprise Registration Certificate (“ERC”).

In some cases, the Vietnamese partner(s) will establish the company without the foreign partner(s) and later transfer part of the ownership to the foreign investor(s).

It is mandatory for all companies to have at least one of its legal representatives in Vietnam at all time; however, the legal representative does not need to be a permanent resident in Vietnam.

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