Article 13. Responsibilities of the enterprise’s legal representative

1. An enterprise’s legal representative shall:

a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protect the enterprise’s lawful interests;

b) Be loyal to the enterprise’s interests; not abuse his/her power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;

c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law.

2. The enterprise’s representative shall be personally responsible for any damage to the enterprise within the limits of responsibilities specified in Clause 1 of this Article.

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Article 14. Authorized representatives of the owner/members/partners/shareholders that are organizations

1. Authorized representatives of the owner/members/partners/shareholders that are organizations shall be authorized in writing by the owner/members/partners/shareholders in accordance with this Law.

2. Unless otherwise prescribed by the charter, the designation of the authorized representative shall comply with the following regulations:

a) An organization that is a member of a multiple-member limited liability company and holds at least 35% of charter capital may designate up to 03 authorized representatives;

b) An organization that is a shareholder of a joint stock company and holds at least 10% of ordinary shares may designate up to 03 authorized representatives.

3. In case the owner/members/partners/shareholders designate more than one authorized representative, the holding represented by each of them shall be specified. Otherwise, the total holding shall be equally divided among the authorized representatives.

4. The document designating the authorized representative shall be informed to the company, be effective on the date it is received by the company and contain the following information:

a) Names, enterprise identification (EID) numbers, headquarters addresses of the owner/members/partners/shareholders;

b) Quantity of authorized representatives and their holdings;

c) Full name, mailing address, nationality, legal document number of each authorized representative;

d) The beginning date and duration of authorization of each authorized representative;

dd) Full names and signatures of the legal representatives of the owner/members/partners/shareholders and of the authorized representatives.

5. An authorized representative shall satisfy the following requirements:

a) The authorized representative is not an entity specified in Clause 2 Article 17 of this Law;

b) Members/partners/shareholders of state-owned enterprises prescribed in Point b Clause 1 Article 88 of this Law must not designate a relative of the executive and the person having the power to designate the executive as representative of another company;

c) Other requirements specified in the company’s charter.

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