Who are considered enterprise managers?

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Where is the concept of "business manager" defined?

This concept is defined in Clause 24, Article 4 of the Law on Enterprises 2020 (No. 59/2020/QH14). This is the foundational legal basis for determining who has the status of business manager, thereby applying the corresponding rights, obligations, and legal responsibilities in business governance.

Who is considered a business manager under current law?

Clause 24, Article 4 of the Law on Enterprises 2020 (No. 59/2020/QH14) provides a comprehensive list of positions considered as business managers, including:

"A business manager is a manager of a private enterprise and a company manager, including the owner of a private enterprise, a general partner, the Chairperson of the Members' Council, a member of the Members' Council, the Chairperson of a limited liability company, the Chairperson of the Board of Directors, a member of the Board of Directors, a Director or General Director, and any individual holding other managerial positions as provided in the company's charter."

Specifically, the list of business managers includes:

• Owner of a private enterprise — applicable to private enterprises;
• General partner — applicable to partnerships;
• Chairperson of the Members' Council, member of the Members' Council — applicable to limited liability companies with two or more members;
• Chairperson of a limited liability company — applicable to single-member limited liability companies;
• Chairperson of the Board of Directors, member of the Board of Directors — applicable to joint-stock companies;
• Director or General Director — applicable to all types of companies;
• Individual holding other managerial positions under the company's charter — expanded according to each specific enterprise.

What standards must a Director or General Director meet?

For the position of Director or General Director, Clause 3, Article 82 of the Law on Enterprises 2020 (No. 59/2020/QH14) specifies two groups of standards:

"a) Not falling within the category of persons specified in Clause 2, Article 17 of this Law; b) Having professional qualifications and experience in business management of the company and other conditions as provided in the company's charter."

The company's charter plays an important role in supplementing additional conditions appropriate to the specific operational characteristics of each enterprise.

Is a business manager different from a legal representative?

Yes. These are two distinct concepts, although they may be held by the same person. A legal representative is defined in Clause 1, Article 12 of the Law on Enterprises 2020 (No. 59/2020/QH14) as an individual who represents the enterprise in exercising rights and obligations arising from transactions and representing the enterprise before arbitration and courts. In contrast, a business manager is a broader concept that encompasses multiple executive and internal management positions as listed above. An enterprise may have multiple business managers, but the number of legal representatives is determined by the charter, and the law ensures that there must be at least one legal representative residing in Vietnam.

What legal responsibility does a business manager bear?

In the capacity of a legal representative — a position that may simultaneously qualify as a business manager — the Law on Enterprises 2020 (No. 59/2020/QH14), as amended by the Law on Enterprises (Amended) 2025 (No. 76/2025/QH15), specifies the concrete responsibilities of a legal representative:

• Exercising rights and obligations in a manner that is honest, careful, and best to protect the legitimate interests of the enterprise;
• Being loyal to the interests of the enterprise; not abusing position, office, information, trade secrets, business opportunities, or assets of the enterprise for personal gain;
• Promptly, fully, and accurately disclosing information about any enterprise in which the representative or a related person is an owner or holds shares or capital contributions.

Under the Law on Enterprises (Amended) 2025 (No. 76/2025/QH15), a legal representative bears individual responsibility under the law for damages to the enterprise resulting from violation of the above responsibilities.

What does "other managerial positions under the charter" mean in practice?

In addition to the positions specifically listed in the law, the company's charter may specify additional internal managerial positions — for example: Deputy Director, Chief Accountant (if the charter designates such role as a managerial position), or heads of specialized divisions with executive authority. These individuals also hold the status of business manager and are subject to corresponding legal obligations. This explains why the preparation of a company charter must be done carefully, as it directly determines the scope of responsibility of each individual in the governance structure. Circular No. 57/2025/TT-BXD also directly references Clause 24, Article 4 of the Law on Enterprises when explaining the concept of "business manager" in the context of management after cessation of office.

Need advice on determining the status of a business manager?

Accurately determining who is a business manager has practical legal significance: from delineating internal responsibilities, contract execution conditions, to damages liability and information disclosure obligations. If your enterprise needs to review its charter, determine the scope of authority for each position, or obtain advice on internal governance, A&D Law Firm — a business law advisor in Vietnam — is ready to assist.

This article is for informational purposes only and does not constitute legal advice for specific situations. For accurate legal advice tailored to your enterprise's circumstances, please consult a qualified lawyer.

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