Selecting a Chief RO for Vietnamese Representative office

This in Vietnam  representative office  there is an official position called the chief RO.  The position is officially assigned in the filings with the government and the person takes on some specific responsibilities.

I assumed that as I was filing application to open the representative office in Vietnam that I would be able to be the chief RO. However, now that I have been engaged a Vietnamese attorney to help me with the setup they informed me that the head of the organization in the US is not allowed to be the chief RO in the entity in Vietnam.

He described to me that the not only would the chief RO need to be someone other than myself,  they would either need to be a staff member in Vietnam or, if they are foreign to Vietnam, they will need to have a notarized and legalized passport as well and they would need to travel with me to Vietnam in order to pick up the seal. It appears that picking up the seal is a formal process which formally starts the formation of the entity.

This means that I need to find somebody who can be my representative, it makes sense that I would find someone in my EMBA class that is going over as well that would be able to do it but before I make that decision I need to ask more questions find out what the rules are on whether they must be an employee or how to deal with turnover or reassigning the chief RO.

Since currently my organization does not have any other executives or formal managers besides my wife (company secretary ) and I,  I need to figure out if there is a way to have a temporary chief RO stand in for the purposes of picking up the seal and then transfer the position of the chief RO over to my wife.

Before completing this post ever get an answer to the questions of how to deal with a temporary cheese and weather changing the chief RO after some period of time is possible

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Update: Duc with DNAS lawyers is very quick with a reply.   He let me know that the rule is simply that they cannot be legal representative of the US company at the same time they are the chief RO of the Vietnamese company.  I had to ask  another question about whether a "legal representative" means the same thing as it does in the US where any employee could potentially be a "legal representative". I looking to find out if its possible for my wife to be the chief RO or whether that would not fit. So I simply asked question with my wife people to be the chief RO even though currently she is the secretary of our US entity?

Duc made it clear he was not a fan that requires the selected chief RO to be a person which it's not an actual owner because that requires an amendment to be made to the representative office filing each time that there might be turn over.  His use of the word stupid was perhaps not intended to be unprofessional,  I think he was just showing his dissatisfaction with the rule.   It appears though that because an amendment can be filed I may be able to someone acting is the chief RO pick up the seal and then we can simply make an amendment to change the chief RO to the person that would fill the role permanently even though they did not accompany me to Vietnam.

I will make another update when I find out whether my wife can perform the duties or whether I will need some other arrangements.

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Update: Duc let me know that my wife 'could' be the Chief RO,  while that is not really realistic for us as part of our upcoming Vietnam Trip in October,  it does let me know that that Vietnam takes with the individual being the 'legal representative' has a different meaning that it could mean here in the US.  Here in the US any employee could be a legal representative,  however they are merely talking about the owner of the company it seems.  So my wife,  the secretary of the corporation,  is able to take on the role.    So now I must just decide how to proceed with finding an acting Chief RO that can help me to pick up the seal after which time we can transfer the role over to someone else (likely my wife).

In the process of explaining that this could be my wife Duc also described that while he does not appreciate the Red Tape,  it was created in order to help encourage the company to pick a local (Vietnamese) Chief RO.   

An Aside: While this make sense in some ways at first glance it appears that the rule doesnot work,  because I am unable to hire any one in Vietnam  until I have a license.  However that is using a US perspective,   we know that we are not legally allowed to do things as an entity until after the entity is setup,  but Vietnam may work different,   they may allow you to go ahead and start acting like a company before you are one.  For example,  your company needs to have an address to file for an RO,  however you can't  have an office without an entity.

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An added note,  I am now actively working on creating the corporate resolution for the company which states that we have authorized the setup of the office in Vietnam,  and that we will appoint a specific person to that post.  An added wrinkle (to my plans of just making a colleague the chief RO) is that I have to include in that resolution,  the salary that the company has approved.  This is not necessarily a problem,  but will require a gentleman's agreement regarding the salary even though the plan is to have the position only for a brief period of time.

So I have come up with this basic text (which I will likely modify before our corporate meeting) which officially make the position appointment,

and the proposed future resolution which then reassigns the appointment. (for when we have completed the setup and we get back state side)

Now,  I just have to find the right person for the position,  Beer at 3:30 today (7/28) sounds like a goo time to figure it out.
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