Documents issued by or about a foreign company, such as a certificate of incorporation, a certificate of good standing, a board resolution or an authorisation for someone to sign in Vietnam, generally need to be notarised where required in the home country, authenticated there, consularly legalised by the Vietnamese mission and then translated into Vietnamese before Vietnamese authorities, notaries or courts will rely on them. The chain is the same as for personal documents, but corporate papers add questions of who signed, with what authority and in what form.
Foreign companies meet this requirement constantly: when investing, opening a bank account, signing a notarised contract, appointing a representative, suing or being sued, or responding to an inspection. Getting corporate documents right the first time saves weeks, because every correction means returning to the home country. This guide covers the documents most often needed, how to draft them so that Vietnamese offices accept them, and the practical traps. It does not explain investment or enterprise registration procedures themselves.
Why corporate documents are harder than personal ones
A birth certificate is issued by a public authority, so the legalisation chain starts with that authority's seal. Many corporate documents are different. A board resolution, minutes of a shareholders' meeting or a letter of authorisation is a private document created by the company. There is no public seal to legalise until someone, usually a notary in the home country, certifies the signatures or the document itself. That extra link is frequently forgotten.
Corporate documents also raise questions of authority. A Vietnamese notary or court will want to know not only that a signature is genuine but that the signer had power to bind the company. If a resolution is signed by a director whose authority depends on the company's articles, the Vietnamese recipient may want to see evidence of that authority, such as an extract from the company register or a certificate of incumbency.
Finally, legal concepts do not translate neatly. Terms such as director, managing director, legal representative, company secretary and authorised signatory carry different meanings in different systems. A translation that maps them loosely can make a Vietnamese official doubt whether the document grants the power it claims to grant.
For these reasons, corporate files benefit from being planned by someone who knows what the Vietnamese recipient will check. A short list of the exact roles, powers and signatories, agreed in advance, prevents most of the back and forth.
Corporate documents commonly required in Vietnam
Requirements depend on the procedure and the receiving office. The table lists documents foreign companies are most often asked for and what to watch.
| Document | Typical use | What to watch |
|---|---|---|
| Certificate of incorporation or registration extract | Proving the company exists | Many offices want a recent extract rather than an old certificate |
| Certificate of good standing | Proving the company is active and not dissolved | Often accepted only if issued recently |
| Articles or charter | Showing who can act for the company | Long documents mean costly translation; ask whether extracts suffice |
| Board or shareholder resolution | Approving a transaction, an investment or an appointment | Private document; needs notarisation before authentication |
| Authorisation or power of attorney | Allowing a person in Vietnam to sign or act | Scope, duration and signatory authority must be clear |
| Certificate of incumbency or register of directors | Proving who the officers are | Not every country issues one; ask what substitute is accepted |
| Financial statements | Investment applications, tenders, some licensing | May need audit confirmation and legalisation |
The single most useful question to ask the Vietnamese recipient is how recent each document must be. Many corporate files fail not because a document is wrong but because it is too old.
Building a corporate document set that will be accepted
The following sequence works for most procedures involving a foreign company:
- List every document the Vietnamese recipient requires, with the exact names they use and any age limit. Ask whether certified copies or originals are needed.
- Draft private documents, such as resolutions and authorisations, with Vietnamese requirements in mind: identify the Vietnamese counterparty, the transaction, the authorised person by passport details and the scope and duration of authority.
- Have the documents signed by the correct officers and notarised in the home country, so that a public act exists for the foreign ministry to authenticate.
- Obtain authentication from the home country's foreign ministry or designated authority, and then consular legalisation from the Vietnamese embassy or consulate with jurisdiction.
- Translate the full set into Vietnamese in Vietnam, including notarial certificates, authentication and legalisation stamps, and have the translations notarised.
- Make certified copies for each recipient and keep the legalised originals in a safe file with a register of what was used where.
If the same documents will be used for several procedures, legalise enough originals at once. A second trip through the chain for one missing original is a common and avoidable delay.
Drafting authorisations that Vietnamese recipients accept
Name the authorised person precisely. Use full name exactly as on the passport or identity card, with the document number, date and place of issue. A nickname or a shortened name is a frequent reason for refusal.
Describe the powers specifically. Vague phrases such as to do all things necessary are weaker than a list: to sign the lease for the office at a stated address, to open an account at a named bank, to represent the company in a named dispute. Vietnamese notaries and banks tend to read authority narrowly.
Set a duration. State a start and end date or a clear event that ends the authority. Open-ended authorisations may be questioned, and some offices apply default limits if none is stated.
Address sub-delegation. Say whether the authorised person may delegate to someone else. If silent, a Vietnamese recipient may refuse a sub-delegation.
Show the signer's authority. Attach or reference evidence that the person signing for the company has power to grant the authorisation, such as a resolution or a register extract.
Prepare a bilingual version. A bilingual English and Vietnamese authorisation, drafted carefully, reduces the risk of translation drift after legalisation. Confirm that the Vietnamese recipient accepts this approach.
Legal representative, authorised person and signing in Vietnam
Vietnamese companies have a legal representative, a role defined by Vietnamese enterprise law that is distinct from titles such as director or chairman abroad. When a foreign company acts in Vietnam through a Vietnamese subsidiary, the subsidiary's legal representative signs on its behalf, and the foreign parent's documents serve mainly to approve transactions or appoint people.
When the foreign company itself is a party, for example signing a contract directly with a Vietnamese partner, the person who signs for it should be able to show authority under the foreign company's own rules. A Vietnamese notary will want to see that authority on paper, legalised and translated, before notarising a contract signed on the company's behalf.
Problems arise when roles change during a long transaction. If the officer who signed an authorisation leaves the company, recipients may ask whether the authorisation still stands. Including language that the authorisation survives changes in officers until revoked, and keeping evidence of its continuing validity, helps avoid disruption.
Seals are another difference. Many Vietnamese companies use a company seal on contracts, and recipients are used to seeing one. Foreign companies that have no seal should not invent one; a signed and notarised document, properly legalised, is the right substitute, and Vietnamese recipients handle such documents regularly.
Traps that delay corporate files
These issues come up repeatedly in files involving foreign companies:
- Legalising an unnotarised resolution, which the foreign ministry should not authenticate but sometimes does, only for the Vietnamese recipient to reject it.
- Using a certificate of good standing that is several months old when the recipient wants one issued recently.
- Translating only the body of a document and omitting notarial and legalisation certificates.
- An authorisation naming a person by a title, such as the country manager, rather than by name and passport details.
- Different spellings of the company name across documents, for example with and without a comma, abbreviation or legal form suffix.
- Signatures by officers whose authority cannot be shown from the documents provided.
- Running out of legalised originals when several authorities each insist on keeping one.
A simple control helps: before sending anything for legalisation, have someone who knows Vietnamese practice read every document side by side with the list of requirements. An hour of review can save a month of correction.
A hypothetical example: authorising a manager to settle a dispute
Imagine a hypothetical Singapore company that sells equipment to a Vietnamese distributor. Payments fall behind, the parties negotiate, and they agree on a settlement that the distributor wants signed and notarised in Ho Chi Minh City for extra certainty. The Singapore company's regional manager, a Malaysian citizen based in Vietnam, will sign.
The Vietnamese notary asks two questions: does the company exist and is it active, and does this manager have authority to sign this specific settlement? The company therefore needs a recent registration extract, a board resolution approving the settlement and authorising the manager by name and passport number, and evidence that the directors who signed the resolution hold office.
The resolution is a private document, so it is signed in Singapore and notarised there before authentication. Because Singapore is part of the apostille system and Vietnam has not been, the company checks with the Vietnamese mission whether an apostille can stand in for ordinary authentication before adding consular legalisation. The set is then flown to Ho Chi Minh City, translated with every stamp, and the translations notarised.
The first draft of the resolution had authorised the manager to settle all disputes with Vietnamese customers. A Vietnamese lawyer who reviewed it suggested naming the distributor, the amount range and the settlement deadline instead. The notary later commented that the specific wording made the decision easy. That is the pattern in most corporate files: precise documents travel smoothly, vague ones invite questions.
When you need a Vietnamese lawyer
Corporate documents are a good place to involve a licensed Vietnamese lawyer early. The cost of an error is high, the documents often feed into transactions with significant value, and the drafting of resolutions and authorisations depends on what Vietnamese recipients will accept. A lawyer can prepare a tailored list of documents and draft or review the wording before signature abroad.
In disputes, the stakes are higher still. A foreign company that sues or defends in Vietnam needs its corporate documents and powers of attorney to satisfy the court's requirements, or the case can stall at the start. Lawyers familiar with litigation know which documents courts typically request and how recent they must be.
Check the current requirements with the receiving Vietnamese authority, the notary or a licensed lawyer before preparing documents abroad. Office checklists and accepted formats change, and a confirmed list for your specific procedure is worth more than any general guide.
Frequently asked questions
Do foreign company documents need legalisation in Vietnam?
Generally yes. Certificates of incorporation, resolutions, authorisations and similar documents usually need authentication in the home country and consular legalisation by the Vietnamese mission, followed by translation into Vietnamese, unless a specific exemption applies.
Can a board resolution be legalised directly?
Usually not. A board resolution is a private document, so it typically needs to be notarised in the home country first. The foreign ministry then authenticates the notary's act, and the Vietnamese mission legalises that authentication.
How recent must a certificate of good standing be for Vietnam?
There is no single rule, but many Vietnamese recipients want certificates issued within a few months. Ask the specific office or bank that will receive the document and time the request so it remains valid through legalisation and translation.
Can our company use a bilingual authorisation?
Often yes. A carefully drafted bilingual authorisation in English and Vietnamese can reduce translation risks. Confirm with the receiving office that it accepts bilingual documents and which version prevails if they differ.
What if our company has no seal?
Many foreign companies do not use seals. A document signed by authorised officers and notarised in the home country, then authenticated and legalised, is the normal substitute. Do not create a seal just for Vietnam.
Who signs for a Vietnamese subsidiary of our company?
The subsidiary's legal representative, as registered under Vietnamese enterprise law, normally signs on its behalf. The parent company's documents usually serve to approve transactions or appoint and authorise people rather than to sign subsidiary contracts directly.