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为了方便大家阅读，律咖网编辑 JingJing（微信：lvga2015）对原文进行了细致的逻辑润色与合规性整理。希望能给正在 越南 创业路上的你带来真实的参考。

The fluorescent light above the desk in my Tây Ninh office flickered — again — as I stared at the draft email: “We are formally dissolving Hang Yi Co., Ltd.”

It was 4:17 p.m. on June 22, 2026. Outside, the monsoon had just passed, leaving the air thick with wet concrete and the distant hum of motorbikes. I’d been in Vietnam for 18 months. My startup — developing modular robot joints for small manufacturers — had just hired its first two part-time engineers. We were barely breaking even. But the real weight wasn’t in the numbers. It was in the silence after I’d told my wife I might shut it all down.

I didn’t want to quit. But I was tired of being the only one who cared.

I’d built the company in June 2020, right after arriving here. Back then, I was young, optimistic, and convinced that if I just got the paperwork right, the business would follow. I used a local service provider to register Hang Yi Co., Ltd. — the same one recommended by a fellow Chinese entrepreneur in Ho Chi Minh City. They handled the nominee director, the bank account setup, the tax registration. I signed what they asked. I trusted the system.

Then, last week, I read the news about the Singapore-based secretarial firm that had structured 109 companies using nominee directors — all of them later implicated in a $10 million business email compromise scam. The emails were fake. The money was gone. The directors — real people who’d been paid to sign papers — were left holding the legal liability.

I didn’t run a scam. But I’d done the same thing.

I’d outsourced not just administration, but responsibility.

I’d assumed that if I didn’t physically sign the fraudulent emails, I wasn’t accountable. That if I hired someone to be the “director,” the risk stayed with them.

That’s when the anxiety hit — cold and sharp.

What if someone used Hang Yi to launder money? What if a client paid us in good faith, and then the account got frozen? What if the Vietnamese authorities traced a transaction back to us — not because we did anything wrong, but because our structure looked like the ones in the news?

I sat there for an hour, staring at the draft dissolution notice.

I didn’t know if I should close the company. I didn’t know if I should keep it.

I only knew I couldn’t keep pretending I wasn’t the one ultimately responsible.

I called my Vietnamese accountant — Ms. Lan — the next morning. Not to ask how to dissolve the company. I asked: “What does it actually mean to be a director here?”

She laughed. Not at me. With me.

“In Vietnam,” she said, “the director is the face. But the owner is the hand. If the hand doesn’t guide the face, the face will be broken by others.”

She showed me the Companies Act 2020 — specifically Article 158 on director duties. “You are legally responsible,” she said, “even if you never signed a single document. If you control the bank account, if you direct the operations, if you approve the invoices — you are the director in practice, no matter what the paper says.”

I’d known this intellectually. But I hadn’t felt it.

That afternoon, I walked to the local People’s Committee office in Tây Ninh. I asked to see a copy of the company registration file for Hang Yi. The clerk pulled it up on their screen.

My name was listed as “Chairman of the Board.”

The nominee director’s name — a local man named Mr. Hùng — was listed as “Director.”

But the email address tied to the company? Mine.

The phone number? Mine.

The bank signing authority? Me.

I hadn’t realized I’d already been acting as the director.

I’d just been avoiding the title.

I asked Ms. Lan: “Can we change the director to me, officially?”

“Yes,” she said. “It’s not expensive. But you’ll need to file a change of director form, notarize your ID, and update the tax registration. It takes 10–15 working days.”

I asked: “And if I don’t?”

She paused. “Then you’re still responsible. But now, if something goes wrong, you’ll have no defense.”

That’s when my thinking shifted.

I didn’t want to dissolve the company because I was afraid of legal risk.

I wanted to dissolve it because I was afraid of myself.

Afraid of being the kind of founder who outsources accountability.

Afraid of becoming the person who reads about scams and says, “That won’t happen to me,” while doing exactly the same thing.

I didn’t close Hang Yi.

I changed the directorship.

I submitted the paperwork on June 20.

I also started keeping daily logs of every financial decision — who approved it, when, why. I began using a simple cloud-based system to track all communications with clients and suppliers. I stopped using third-party nominees for anything beyond basic administrative tasks.

I hired a local part-time legal consultant — not to “protect” me, but to help me understand what I was actually doing.

I’m still a small startup. We’re not profitable yet. We still have cash flow issues. But now, when I wake up, I don’t lie awake wondering if my company will be used as a shell.

I wake up wondering how to make our robot joints better.

That’s the difference.

📌 FAQ

Q: If I’m a foreign founder in Tây Ninh, can I legally be the director of my own company?

A: Yes, but the process is not automatic.

  • Step 1: Submit Form 02-TT-ĐK (Change of Director) to the Department of Planning and Investment.
  • Step 2: Provide notarized passport and visa documents.
  • Step 3: Update your tax code with the local Tax Office.
  • Step 4: Notify your bank to re-authorize signing rights under your name.
  • Key point: You must have a valid Vietnamese visa (e.g., DT3 or DN1) to be registered as director. If you’re on a tourist visa, you cannot legally hold this role — even if you’re the owner.

Q: What happens if I use a nominee director and something illegal happens through the company?

A: You may still be held liable — even if you didn’t sign anything.

  • Path: Vietnamese courts assess de facto control, not just paper titles.
  • Key checklist:
    • Do you control the bank account?
    • Do you approve payments?
    • Do you direct operations?
    • Do you have access to login credentials for the company’s email or tax portal?
      If yes to any, you’re acting as the director. The nominee may face fines, but you could face criminal investigation under Article 158 of the Companies Act.

A: Don’t rely on online recommendations alone.

  • Step 1: Ask for referrals from local chambers of commerce (e.g., Vietnam Chamber of Commerce and Industry — VCCI Tây Ninh branch).
  • Step 2: Request to see their license from the Department of Justice.
  • Step 3: Ask for a sample service agreement — if they refuse to show one, walk away.
  • Step 4: Confirm they’re not also acting as a nominee director provider. Avoid firms that offer “full package” services including nominee directors — this is a red flag.

I still sit in that same office in Tây Ninh. The light still flickers sometimes.

But now, when I look at the company registration file on my laptop — my name is clearly listed as Director.

I didn’t fix the system.

I fixed my relationship to it.

I stopped pretending I could outsource my responsibility.

And for the first time since I started this journey — I feel like I’m building something real.

Not because I’m lucky.

But because I finally stopped running from the truth.

💡 如果你也在越南创业，正面对类似的困惑 —— 也许你不需要一个“完美”的公司结构，而是一个能让你安心的结构。

我和编辑 JingJing（微信：lvga2015）聊过很多次。她不推销服务，也不承诺结果。但她会听你讲完你的故事，然后告诉你：“你不是一个人在问这个问题。”

如果你也想知道：

  • 如何合法地把公司注册在 Tây Ninh？
  • 怎么避免“名义董事”陷阱？
  • 有没有真实案例可以参考？

欢迎添加 JingJing 微信：lvga2015，加入律咖网的跨境创业交流群。我们不谈暴利，只谈真相。

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