May 13 , 2025
Directorship Services in Vietnam: Nominee Director and Nominee Shareholder Solutions
Vietnam continues to attract foreign investment due to its stable economic growth, strategic location, and competitive labor costs. However, the country’s regulatory frameworks can pose challenges for foreign enterprises. One practical method for navigating these complexities involves the use of directorship services, including nominee director and nominee shareholder arrangements. These services support compliance with local laws while preserving beneficial ownership and control.
Overview of Directorship and Nominee Services
Nominee Director Services
A nominee director is a Vietnamese individual or entity appointed to act as the legal representative of a company, fulfilling statutory requirements. This director appears in official documentation and company records but does not participate in the strategic or operational decision-making processes of the company unless explicitly authorized.
This arrangement is commonly used in cases where:
- Foreign ownership is restricted in certain sectors.
- Local presence or representation is required for licensing or banking purposes.
- Investors seek to maintain anonymity in public records.
Nominee Shareholder Services
A nominee shareholder is a person or entity listed as the legal owner of shares in a Vietnamese company on behalf of the beneficial owner. This arrangement is typically supported by a Declaration of Trust and other legal agreements that clarify that all rights, profits, and control belong to the beneficial owner.
Such services are relevant in:
- Industries with foreign ownership caps.
- Scenarios where confidentiality of ownership is desired.
- Structuring joint ventures or investment holding entities.
Legal Framework and Regulatory Considerations
Vietnamese law allows the use of nominee arrangements, provided they do not contravene provisions on foreign ownership restrictions or anti-money laundering regulations. To ensure legitimacy and enforceability, it is essential to:
- Draft comprehensive legal agreements (e.g., Power of Attorney, Trust Deed).
- Maintain compliance with local tax and reporting requirements.
- Retain evidence of beneficial ownership for due diligence and regulatory disclosures.
In regulated industries, particularly in sectors with foreign investment limitations (e.g., media, agriculture, telecommunications), nominee structures are scrutinized closely. Legal advice is essential to ensure that such structures align with national investment laws.
Benefits of Nominee Director and Shareholder Services
- Regulatory Compliance: Enables companies to meet local directorship and shareholding requirements.
- Confidentiality: Maintains the privacy of the beneficial owner by keeping their name out of public registries.
- Market Entry: Facilitates access to sectors where foreign direct investment is restricted or capped.
- Operational Efficiency: Ensures that a locally available director can sign documents, open bank accounts, and manage correspondence without delay.
Risks and Mitigation Measures
While nominee services offer flexibility, they must be approached with caution. Key risks include:
- Lack of Legal Protection: Without proper documentation, there is a risk that the nominee could assert ownership or act against the interest of the beneficial owner.
- Reputational Risk: If nominee arrangements are used inappropriately, they can raise concerns about transparency, particularly in due diligence processes or audits.
- Non-Compliance: Improperly structured arrangements can lead to penalties or restrictions from Vietnamese regulatory authorities.
To mitigate these risks:
- Work with licensed legal and corporate advisory firms with expertise in Vietnamese corporate law.
- Ensure all nominee agreements are notarized and, if applicable, legalized for cross-border enforceability.
- Maintain transparency with banks and regulatory bodies, particularly in disclosing beneficial ownership as required under AML regulations.
Choosing a Service Provider
The selection of a nominee service provider should be based on:
- Experience in Vietnamese corporate structuring.
- Legal credentials and a proven compliance track record.
- Availability of ongoing governance and administrative support.
Professional service providers such as legal firms and corporate advisory agencies often offer end-to-end solutions, including incorporation, nominee services, corporate secretarial services, and regulatory filings.
Key Takeaways for Structuring Foreign Investment in Vietnam
Directorship and nominee services in Vietnam play a vital role in supporting foreign investors seeking to enter or operate within the Vietnamese market. When structured properly, nominee arrangements offer flexibility, compliance, and strategic advantages in regulated sectors. However, careful legal drafting and trustworthy service providers are essential to minimize risks and ensure alignment with Vietnamese laws.
Engagement with legal professionals or licensed advisory firms is recommended to evaluate the suitability and structure of nominee services in accordance with the specific investment objectives and regulatory environment.
For more information or queries, please email us at
enquiries@chandrawatpartners.com
Key Contact
Surendra Singh Chandrawat
Managing Partner
