Power of Attorney in Vietnam (POA)
Delegation is a must for any business owner. Whether you're a foreign investor, an SME founder, or an established company, knowing how to use a Power of Attorney (POA) can help you keep business running smoothly—especially when you're not in Vietnam or need someone to act on your behalf.
A well-written POA lets you appoint someone you trust to handle key tasks. It protects your interests and gives your agent the authority to act legally. Here's a quick guide to help you understand the basic idea of Power of Attorney in Vietnam and ensure your business operates smoothly in Vietnam when you’re overseas, busy, or temporarily unavailable.
What Is a Power of Attorney (POA)?
A Power of Attorney is a legal document that lets one person (the “principal”) authorize another (the “agent” or “attorney-in-fact”) to act on their behalf in legal, financial, or personal matters.
Under the Civil Code 2015, a POA, often referred to as an authorization contract, is defined as an agreement between parties where the authorized party undertakes to perform a task on behalf of the authorizing party, with remuneration only paid if agreed upon or legally required.
A POA in practice is often treated as a unilateral legal act or a simpler form of authorization contract, which involves obligations on the authorized party
There are different types of POA, each granting different levels of authority:
- General Power of Attorney: This grants broad powers to the agent to handle various matters, including financial and real estate transactions, and legal affairs. It's often used for temporary situations or when the principal is unable to manage their affairs due to absence.
- Limited (Special) Power of Attorney: This type limits the agent's authority to specific powers for a particular transaction.
POAs are commonly used in business situations for:
- Company registration
- Opening and managing bank accounts
- Licensing applications
- Signing official documents and contracts
- Handling Vietnam legal and tax filings
Vietnam Legal Framework Governing POAs
The legal framework for POAs in Vietnam is primarily governed by the Civil Code 2015 and the Law on Notarization 2024. For a POA to be considered valid, it must meet several key requirements:
- Capacity: The principal must possess the legal capacity to grant a POA, meaning they must be of sound mind and fully comprehend the nature and consequences of the document they are signing.
- Intent: The principal must sign the POA voluntarily, intending for it to be legally binding.
- In Writing: Generally, a POA must be in written form to be valid.
- Signature: The principal must sign the POA, and in some cases, the signature may need to be signed, stamped, witnessed or notarized. The agent (attorney-in-fact) should also sign to acknowledge their acceptance of the appointment.
- Specificity: The POA must clearly specify the powers granted to the agent, as well as any limitations or conditions.
- Revocation: The document should include provisions outlining how and when the POA can be revoked or terminated.
- Language: The spoken and written language used in notarization is Vietnamese. If a notarial requester uses another language or communication method, it must be translated into Vietnamese.
- Duration: The term of authorization can be agreed upon by the parties or stipulated by law. If there is no specific agreement or legal provision, the POA is valid for one year from the date of its establishment. If the power of representation is tied to a specific civil transaction, it lasts until that transaction is completed. If not specified for a concrete transaction, the term of representation is one year from the date the right of representation arises.
Is Notarization Required for a Vietnam POA?
Not all POAs require notarization by law. Whether a POA requires notarization or certification in Vietnam depends heavily on the context and the nature of the transaction.
Must be notarized:
- Transfer of real estate or property rights: this is a strict legal requirement under Vietnamese law for transactions involving land use rights and real estate ownership
- Ownership changes of major assets or company's shares.
May not need notarization:
- Basic authorizations without value transfer.
- Personal or internal tasks
Even if not required by law, notarizing your POA can help ensure it’s accepted and enforceable—especially for financial or legal matters.
That said, many banks, authorities, and business partners will still ask for notarized POAs to avoid disputes and mitigate risks, especially when it comes to more complex or higher-value authorizations.
Additionally, from July 1, 2025, all individuals requesting notarization must be photographed while signing documents in front of the notary, and the photo becomes part of the official notarization file.
Alternatives to POA: Legal Representatives and Company Seals
While POAs are effective for delegation, it's important to understand their distinction from other forms of representation in Vietnam:
Difference between POA and Legal Representative: A legal representative holds an official position within an organization and represents that organization by virtue of their office and the law, while a POA involves delegating authority from a principal to an agent for specific or general tasks. POA is granted voluntarily by the principal for a specific reason, and it does not override the powers of a legal rep unless explicitly stated and agreed upon.
Use of Notary and Company Seals : In Vietnam, seals play a crucial role in formalizing documents. Notarized documents are legally effective when signed by a notary and sealed with the official seal of the notarial practice organization.
Notary Bureaus and Notary Offices are each required to have their own seals. Likewise, entities such as enterprises, cooperatives, and credit institutions must use their official company seals on formal documents, including specimen signature registration forms.
If you want to know understand more about company seals and how to use it, check out our post on how to officially sign and stamp documents in Vietnam
Common Mistakes with Vietnam POAs and How to Avoid Them
Foreign business owners in Vietnam often use POAs to authorize local employees, consultants or lawyers to act while they’re abroad. Nonetheless, using POAs the wrong way can also create legal headaches.
- Drafting ambiguities and overbroad scopes: A POA that is vague or grants excessively broad powers can lead to misunderstandings, misuse of authority, or even legal disputes. Some government agencies (e.g., Intellectual Property Office) may even reject POAs with unclear signatory positions such as "Legal Representative" and prefer precise titles like Director or Head of Department.
- Issues with expired or revoked POAs: An agent's authority terminates upon the POA's expiration date or if the principal revokes it. Failure to properly notify the agent and third parties of revocation can lead to continued unauthorized actions.
- Acceptance by Authorities and Banks: Non-notarized POAs may be rejected by authorities, institutions, or business partners who require proof of authority due to authenticity concerns. Some administrative agencies or courts might also demand notarized POAs for procedural reasons, even if not strictly mandated by law.
To minimize risks and ensure effectiveness, consider these best practices:
- Clear language, purpose, and scope: Ensure the POA clearly identifies all parties, specifies the exact powers granted, and outlines any specific instructions or limitations. This clarity is essential to prevent misuse and disputes.
- Duration and Termination Terms: Clearly define the POA's duration, whether it's for a limited period or durable (remaining in effect even if the principal becomes incapacitated). Always include explicit provisions for how and when the POA can be terminated or revoked.
- Notarization When in Doubt or for High-Value Matters: For transactions involving real estate, significant assets, or where official acceptance is uncertain, it is highly advisable to notarize or authenticate your POA. Notarization is mandatory for transfers of property or asset ownership. This step provides crucial legal validity, authenticity, and enforceability, reducing future legal risks.
- Other Execution Guidelines: Ensure the principal has the necessary legal capacity and clear intent. The document should be in writing, and the principal's signature may need to be witnessed or notarized. The agent should formally accept the appointment by signing the document. In some instances, the POA may need to be recorded or filed with a government agency for certain purposes.
Final Thoughts
A Power of Attorney is one of the most useful legal tools in Vietnam for business owners and foreign investors. It lets you delegate responsibility, save time, and maintain control. But with that power comes responsibility. Make sure your POA is properly drafted, legally valid, and accepted by the parties you're dealing with.
For high-value matters or transactions involving property, always consult a legal expert and consider notarization. It's a small step that can prevent major legal trouble later. Touch base with United Consulting if you need assistance with POA or even just to ask if you need to notarize a document or not!
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Disclaimer:
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or investment advice. While every effort has been made to ensure accuracy at the time of publication, laws and regulations may change. Readers are encouraged to consult with qualified legal or financial advisors before making decisions related to foreign investment or share transfers in Vietnam. United Consulting is not liable for any actions taken based on this content.
Power of Attorney in Vietnam: What Business Owners need to pay attention