The Enterprise Law does not expressly provide that a company must have a company secretary. However, various provisions regarding meetings and minutes of meetings of the Shareholders Meeting or the Board refer to a secretary position. For example, Articles 103 and 106 of the Enterprise Law provide that unless otherwise provided in the charter of a joint stock company, the chairman of a meeting of the Shareholders Meeting will appoint a “secretary” who together with the chairman will run the meeting and be responsible for the meeting minutes. Article 113 of the Enterprise Law provides that the chairman of the Board and the secretary will be responsible for the accuracy of a minutes of a Board meeting. Therefore, a joint stock company should have a company secretary albeit this may be an ad-hoc position.

A company secretary is not by default a management officer of a joint stock company under Article 4.13 of the Enterprise Law. As such, unless the charter of the relevant company specifies otherwise, a company secretary is not regarded as a management officer of the company and is not subject to duties of a management officer under Vietnamese law.