Under Vietnamese law, joint chairmanship in a JSC is not allowed since the position of Board of Directors (BOD) Chairman can only be held by one person:

Article 152 of the Enterprise Law 2014 expressly provides that the BOD will elect one member of the BOD as the chairman, without any exception that can be provided in the charter;
Various qualifications of a BOD member under the Enterprise Law 2014 suggest that BOD members as well as the BOD Chairman should be natural persons (i.e. having expertise, experience in managing the business of the company). A joint chairmanship is not a natural person as such.

However, there is a potential workaround for establishing joint chairmanship. In particular, it is possible to amend the JSC’s charter to:

create another position with the same rights as of the Chairman (e.g. Vice Chairman);
require that the Chairman can only make decisions if the Vice Chairman agrees; and
require certain documents to have signatures of both the Vice Chairman and the Chairman.

However, this workaround has certain limitations. For example, only the Chairman can have the casting vote under the laws, and it is impossible for the company’s charter to provide otherwise.

This post is written by Nguyen Thuc Anh, and edited by Nguyen Quang Vu.

Vietnam Business Law