An Ultimate Guide For Companies When Your Director Or Legal Representative Gets A New Passport

A practical legal guide for FDI companies and foreign investors in Vietnam

A passport renewal, replacement after loss, or reissuance due to a full document — these feel like personal matters. But when they involve your company's director or legal representative, the legal ripple effects extend across your entire business operation. From the Enterprise Registration Certificate to the Investment Registration Certificate, the temporary residence card, work permit, bank accounts, and electronic identity records — all must be updated to reflect the new passport number.

This article walks you through each required step under current Vietnamese law.

1. Update the Enterprise Registration Certificate (ERC)

This is your first and non-negotiable obligation.

Under Article 28 of the Enterprise Law 2020, the legal document number of the legal representative is mandatory information recorded on the Enterprise Registration Certificate (ERC). When the passport number changes, the company must update this at the Business Registration Office under the Department of Finance where the company is headquartered.

Deadline: Under Article 30(1) of the Enterprise Law 2020, the company must complete the change registration within 10 days of the date of change. The Business Registration Office will process the application within 3 working days of receiving a valid dossier.

Consequences of delay: Under Article 44 of Decree 122/2021/ND-CP, administrative fines range from VND 3 million to VND 20 million depending on how many days past the deadline. More critically, the delay in updating ERC will result in delay of other important documents, such as sub-licenses, work permits and temporary residence cards of the foreigners.

Practical note: Foreign passports must be consularized and accompanied by a notarized Vietnamese translation for submission. If the company or the legal representative has not yet been identified on VNeid, the whole passport with all pages shall be attached to the application.

2. Adjust the Investment Registration Certificate (IRC) — if applicable

If the legal representative is also a foreign investor listed on the IRC, this step is mandatory.

Under Articles 40 and 41(2) of the Investment Law 2020, any change to investor information — including passport number — must be reflected on the IRC through a formal adjustment procedure. The required dossier includes a written request for adjustment, a project implementation progress report, a copy of the current IRC, and the new passport with consular legalization and notarized Vietnamese translation.

Competent authority: The Department of Finance (for projects outside industrial zones) or the Industrial Zone/Economic Zone Management Authority (for projects inside).

Consequences of non-compliance: Under Article 17(2)(b) of Decree 122/2021/ND-CP, the administrative fine for failure to update the IRC can reach VND 70 to 100 million. Beyond fines, a mismatch between the IRC and actual investor information may cause banks to refuse capital disbursement or profit repatriation.

3. Update Sub-Licenses — if applicable

Companies operating in conditional business sectors — such as education, retail, logistics, or tourism, e-commerce, healthcare, finance — often have the legal representative named in specialized sub-licenses. When the passport changes, all relevant sub-licenses should be reviewed and updated according to each licensing authority's requirements.

4. Notify the Bank

Updating the new passport to the bank is mandatory and should be processed as soon as the passport is updated on the Enterprise Registration Certificate (ERC). This will prevent cases when transactions through bank accounts are suspended due to the mismatch or unupdated of the legal representative’s information. 

5. Update the Temporary Residence Card and Work Permit — if applicable

This is the most consequential group of procedures for foreign nationals residing and working in Vietnam as a director or legal representative.

Work Permit: The work permit must be reissued under the new passport number before the TRC replacement can proceed, as it is a required document in the TRC replacement dossier.

Temporary Residence Card (TRC): The TRC is issued by the Immigration Authority and serves as a visa substitute. The passport number is one of the mandatory data points recorded on the card. When the passport changes, the sponsoring individual or organization must apply for a replacement TRC due to passport number change at the Immigration Authority.

Two common scenarios apply:

• Scenario 1 — The foreign national obtained the new passport abroad before re-entering Vietnam: The sponsoring entity must first obtain an entry sponsorship letter referencing the new passport number, then apply for a replacement work permit, and finally apply for a replacement TRC.

• Scenario 2 — The foreign national obtained the new passport at their country's embassy in Vietnam without leaving: Only the work permit and TRC replacement procedures need to be completed — no entry sponsorship letter is required.

6. Update VNeID for the Individual and the Company

This is a step many businesses overlook, but it is increasingly important in the context of Vietnam's digital transformation agenda.

Under Decree 69/2024/ND-CP, effective from 1 July 2024, foreign nationals who have been granted a temporary or permanent residence card in Vietnam may register for a Level 1 or Level 2 VNeID electronic identity account. A Level 2 account allows integration of passport information and enables participation in online public administrative transactions.

When the passport changes, the foreign national must update the new passport number in the VNeID application through the document wallet function. Additionally, also under Decree 69/2024/ND-CP, companies whose legal representatives are foreign nationals are also required to hold an electronic identity account to conduct administrative procedures online. This means that when the legal representative changes passports, the VNeID profile of both the individual and the company's digital records must be synchronized accordingly.

Summary: Recommended Order of Actions

To avoid disruption to business operations, the following sequence is advisable:

Step 1 — Update the ERC at the Business Registration Office within 10 working days of the change. Companies having IRC can also update their IRC at this step. 

Step 2 

1. Replace the Work Permit (if applicable), as this is a prerequisite for replacement of the TRC at step 3.

2. Update passport information with the bank.

3. Review and update relevant sub-licenses (if applicable).

4. Update the new passport on VNeID and synchronize the company's digital records.

Step 3 — Replace the Temporary Residence Card at the Immigration Authority.

Of note: at step 2, companies can carry out all other steps in parallel or prioritize a specific step, in alignment with the business operation and compliance requirements. 

Conclusion

A passport change affecting your legal representative is not merely a personal administrative matter — it is a legal event with a cascading compliance chain. Each corporate document is linked to the others in a specific sequence. Delays or incorrect sequencing can result in rejected applications, suspended bank access, or material administrative penalties.

If your company is navigating this situation, we recommend seeking professional legal guidance to map out the full compliance timeline and prepare each dossier correctly from the outset.

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Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. The content reflects applicable laws and regulations at the time of publication and may be subject to change. Each situation may involve specific facts and circumstances that require independent legal analysis. Businesses and individuals should not act based solely on the information contained in this article without seeking specific legal advice from a qualified lawyer. Van Pham LLC accepts no liability for any loss or damage arising from the use of or reliance on the information presented herein without the consultation of our experts.