No apparent authority doctrine under Vietnamese law

Under common law system, apparent authority refers to a situation where a reasonable person would understand that an agent had authority to act. This means a principal is bound by the agent's actions, even though the agent had no actual authority, whether express or implied.

The Civil Code of Vietnam does not contain such a doctrine. Under Vietnamese law, only the legal representative of a legal person or another person expressly authorised by the legal representative has the authority to act on behalf of and bind such legal person. If an official of a Vietnamese company even a senior one signs or performs a contract for the Vietnamese company without prior authorisation by the legal representative of such company then such signing or performance may still be held invalid if the Vietnamese company refuses to recognise the action of the unauthorised official. 

Therefore, at least for performance of contract, in order to apply the apparent authority doctrine, a Vietnamese law contract should contain an express provision that during the performance of a signed contract one contracting party may rely on the actions by any individual within the other contracting party who has apparent authority to act on behalf of the other contracting party. 

Vietnam Business Law Blog