Tiếng Việt| NATIONAL ASSEMBLY OFFICE | SOCIALIST REPUBLIC OF VIETNAM |
| No. 06/VBHN-VPQH | Hanoi, July 11, 2013 |
Company law No. 60/2005/QH11 dated November 29, 2005 of the National Assembly takes effect on July 01, 2006 and is amended in:
1. The law No. 38/2009/QH12 dated June 19, 2009 on amendments to the laws related to infrastructural development, which takes effect on August 01, 2009;
2. Company law No. 37/2013/QH13 dated June 20, 2013 of the National Assembly on amendments to Article 170 of Company law, which takes effect on August 01, 2013.
Pursuant to the Constitution 1992 of the Socialist Republic of Vietnam, which is amended in the Resolution No. 51/2001/QH10 dated December 25, 2001 of 10th National Assembly during the 10th session; this Law is on companies (1)
Article 1. Scope of regulation
This law deals with the establishment, administration, and operation of limited liability companies, joint-stock companies, partnerships, private companies in every economic sector (hereinafter referred to as companies), and groups of companies
Article 2. Subjects of application
1. The companies in every economic sector.
2. The organizations and individuals (hereinafter referred to as entities) related to the establishment, administration, and operation of companies.
Article 3. Application of the Company law, international agreements, and relevant laws
1. The establishment, administration, and operation of companies in every economic sector must be conformable with this law and relevant laws.
2. In special cases related to the establishment, administration, and operation of companies that are dealt with in another Law, such Law shall apply.
3. Where any the international agreements to which the Socialist Republic of Vietnam is a signatory is in contravention of this Law, such international agreement shall apply
Article 4. Interpretation of terms
In this Law, the terms below are construed as follows:
1. A company means a business organization that has a proper name, assets, permanent business premises, and is registered in accordance with law to do business.
2. Business means continuously carrying out one or continuous stages of investment, from manufacturing to sales or service provision to earn profit
3. Valid application means an application that is enclosed with sufficient documents as prescribed in this Law and contains sufficient information.
4. Capital investment means the contribution of one’s assets in a company in order that one becomes an owner or co-owner of the company. Contributed assets may be Vietnam currency, convertible currencies, gold, rights to use land (hereinafter referred to as land), value of intellectual property rights, technologies, know-how, and other assets mentioned in the company’s charter that are contributed by members to form capital of the company.
5. Invested capital means the proportion of capital invested by the owner or co-owners of a company to its charter capital.
6. Charter capital means the capital that is invested by members/shareholders, or that the members/shareholders commit to invest within a certain period of time, which is written in the company’s charter.
7. Legal capital means the minimum amount of capital required by law to establish a company.
8. Voting capital means the invested capital or shares that give their owners the right to vote for the issues within the competence of the Board of members or the General Meeting of Shareholders.
9. Dividend means the net profit in cash or assets per share that is paid from the company’s profit that remains after settling all financial obligations.
10. Founding member means a person that invests capital, participates in the formulation of, pass and sign the first charter of a limited liability company or a partnership.
11. Shareholder means a person that owns at least a share issued by a joint-stock company.
Founding shareholder means a shareholder that participates in the formulation of, passes and signs the first charter of a joint-stock company.
12. General partner means a member that is responsible for all obligations of a partnership with of his/her entire property.
13. Company manager means the owner, director of a private company, general partner of a partnership, the Chairperson of the Board of members, the company’s president, member of the Executive Board, Director or General Director (hereinafter referred to as Director), or holder of another managerial position prescribed by the company’s charter.
14. Authorized representative means an individual authorized in writing by a member, a shareholder that is organization of a limited liability company, or a joint-stock company to exercise its rights to the company in accordance with this Law.
15. A company is considered a parent company of another company when:
a) It holds more than 50% of charter capital of the latter or total amount of common shares issued by the latter;
b) It is entitled to directly or indirectly designate most or all of the Executive Board members, Director, or general director of the latter;
c) It is entitled to decide the amendments to the charter of the latter.
16. Company restructuring means the division, split, amalgamation, merger, or conversion of a company.
17. Related person means an organization or individual that has a direct or indirect relation with the company in the following cases:
a) The parent company of a subsidiary, the manager of the parent company, and the person entitled to designate such manager;
b) The subsidiary of a parent company;
c) A person or a group of people entitled to decide the operation of the company via regulatory bodies;
d) The company managers;
dd) Spouse, parents, adoptive parents, children, adopted children, siblings of the company manager or a member or a shareholder that holds the controlling capital or controlling shares;
e) An individual authorized to represent the persons in Points a, b, c, d and dd of this Clause;
g) A company in which the persons mentioned in Points a, b, c, d, dd, e, and h of this Clause are entitled to influence the decisions of the governing bodies of that company.
h) A group of people that cooperate in acquiring invested capital, shares, or interest of a company to control the company’s decision.
18. State capital means the capital invested from government budget and other capital sources of the state, which are represented by a state authority or a business organization.
State-owned shares mean the shares paid by government budget and other capital sources of the state, which are represented by a state authority or a business organization.
19. Market prices of invested capital or shares mean their prices on securities market or the prices determined by a professional valuation organization.
20. Nationality of a company is nationality of the country or territory where the company is established and registered.
21. Permanent address means the address of the head office of the organization, the address of the permanent residence, workplace, or another address of the person that acts as a contact of the company.
22. State-owned company means a company of which more than 50% of capital is held by the state.
Article 5. State’s commitment to companies and their owners
1. The state recognizes the long-term existence and development of the types of companies mentioned in this law; ensures the equality of companies before the law, regardless of their types or economic sector; and recognizes the legitimate profitability of business.
2. The state recognizes and protects the ownership of assets, capital, incomes, other the lawful rights and interests of companies and their owners.
3. Legitimate assets and capital of companies and their owners shall not be nationalized or confiscated by means of administrative measures.
In necessary cases, for national defense, security, and interest, when the state needs to purchase or requisition assets of a company, such company shall be paid or compensated according to market prices at that time. The payment or compensation must ensure the benefits of the company, regardless of its type.
Article 6. Political organizations and socio-political organizations within companies
1. Every political organization and socio-political organization within a company must operate within the Constitution, Laws, and charter of the organization, which must be conformable with law.
2. The company must enable employees to establish and participate in the activities of the organizations mentioned in Clause 1 of this Article.
Article 7. Lines of business and business conditions
1. A company in any economic sector may engage in any line of business that is not prohibited by law.
2. A company may only engage in business lines that are subject to certain business conditions (hereinafter referred to as conditional business) prescribed by investment law and relevant laws when all of these conditions are satisfied.
A business condition means a requirement that the company must satisfy while doing a certain business, which is shown by the Business license, certificate of eligibility to do business, practising certificate, certificate of professional liability insurance, compulsory legal capital, and other requirements.
3. The business activities that threaten national defense and security, social safety and order, fine traditions, culture, and ethical values Vietnam, people’s health, damage the environment and natural resources are prohibited.
The government shall compile a list of prohibited lines of business.
4. The government shall periodically review all or some of business conditions, propose removal of the conditions that are no longer suitable, amendments to those that are irrational, and introduction of new ones.
5. Ministries, ministerial agencies, the People’s Councils, the People’s Committees must not decide which lines of business are conditional and which are not.
Article 8. Rights of companies
Every company is entitled to:
1. Do business independently; select their own lines of business, location, method of business and investment; expand their business scope; receive incentives and encouragement from the state to manufacture, provide public services and products.
2. Select their own method of raising, distributing, and using capital.
3. Find their market, clients, and conclude contracts.
4. Export and import.
5. Employ workers to meet their demands.
6. Apply scientific and technological advances to raise business efficiency and competitiveness.
7. Decide their own business and internal relationships.
8. Own, use, and dispose the company’s assets.
9. Refuse to provide illegitimate resources.
10. File complaints and denunciations in accordance with the laws on complaints and denunciations.
11. Bringing proceedings directly or via an authorized representative as prescribed by law.
12. Exercise other rights prescribed by law.
Article 9. Rights of companies
Every company is obliged to:
1. Run the business in accordance with the Certificate of Business registration in terms of the business lines; ensure the fulfillment of business conditions as prescribed by law while running conditional business.
2. Do bookkeeping, make and send truthful financial statement on schedule in accordance with accounting law.
3. Apply for tax registration, declare taxes, pay taxes and fulfill other financial obligation in accordance with law.
4. Ensure the interests of employees according to labor laws; buy social insurance, health insurance, and other insurance for employees in accordance with insurance laws.
5. Take responsibility for the quality of goods and services according to applied standards.
6. Keep statistics in accordance with the laws on statistics; send periodic reports on information about the company and its finance to competent authorities using the set forms; provide supplementary information and adjust incorrect information in a timely manner.
7. Comply with the laws on national defense and security, social safety and order, protection of natural resources and the environment, protection of cultural, historical relics, historic sites, and natural monuments.
8. Fulfill other obligations prescribed by law.
Article 10. Rights and obligations of companies that manufacture/provide public services/products
1. Have the rights and obligations mentioned in Article 8, Article 9, and relevant parts of this Law.
2. Have the costs recorded and covered according to the contractual prices or service charges prescribed by competent authorities.
3. Be provided with sufficient time for manufacturing/providing products/services to recover capital and generate profits.
4. Manufacture/provide products/services with sufficient quantity and satisfactory quality as agreed under at the prices imposed by competent authorities.
5. Ensure the fairness and equal convenience for every customer.
6. Take responsibility for the quantity, quality of products/services, their prices or charges, and the conditions for provision.
7. Fulfill other obligations and exercise other rights prescribed by law.
1. Issuing Certificates of Business registration to ineligible persons or refusing to issue Certificates of Business registration to eligible persons according to this Law; delaying, obstructing, harassing the applicants for business registration or the business of companies.
2. Doing business in the form of a company without applying for business registration; keeping on doing business after having the Certificate of Business registration revoked.
3. Providing incorrect or insufficient in the application for business registration; providing incorrect or insufficient information about the changes in the application for business registration.
4. Declaring false capital; failing to invest capital sufficiently or on schedule as registered; deliberately assessing contributed assets at lower prices than their actual values.
5. Doing business illegally; cheating; doing the lines of business that are banned.
6. Doing conditional lines of business without sufficient conditions.
7. Obstructing the owner, members, shareholders of a company from exercising their rights according to this Law and the company’s charter.
8. Other prohibited acts prescribed by law.
Article 12. Retention of corporate documents
1. Depending on the type of company, a company must retain the following documents:
a) The company’s charter; amendments to the company’s charter; rules and regulations of the company; member register or shareholder register;
b) The Certificate of Business registration; protection certificate of industrial property rights, certificate of product quality registration; other licenses and certificates;
c) Documents proving the assets under the ownership of the company;
d) Minutes of meetings of the Board of members, the General Meeting of Shareholders, meetings of the Executive Board; decisions of the company;
dd) The prospectus for securities issuance;
e) Reports of the Control Board; conclusions of inspectorates; conclusions of independent audit organization;
h) Accounting books, accounting documents, annual financial statement;
h) Other documents prescribed by law.
2. The documents mentioned in Clause 1 of this Article must be retained at the head office of the company for a certain period time prescribed by law.
COMPANY ESTABLISHMENT AND BUSINESS REGISTRATION
1. Every Vietnamese or foreign entity is entitled to establish and administer companies in Vietnam in accordance with this Law, except for the cases in Clause 2 of this Article.
2. The following entities must not establish and administer companies in Vietnam:
a) State authorities, People’s armed force units that use state-owned property to establish companies and keep the profits for themselves;
b) The officers and officials defined the laws on officers and officials;
c) Military officers, non-commissioned officers, servicemen, military workers in the military units of Vietnam; professional police officers, non-commissioned officers of police units of Vietnam;
d) Managers, administrators of wholly state-owned companies, except for those appointed as authorized representatives to manage state capital invested in other companies.
dd) Underage people; the people with limited civil acts or incapable of civil acts;
e) The people serving a prison sentence or banned from doing business by the court;
g) Other cases prescribed by bankruptcy laws.
3. Every entity is entitled to buy shares of joint-stock companies, invest capital in limited liability companies and partnerships in accordance with this Law, except for the case in Clause 4 of this Article.
4. The following entities must not buy shares of joint-stock companies and invest capital in limited liability companies or partnerships:
a) State authorities, People’s armed force units that use state-owned property to invest capital in other companies and keep the profits for themselves;
b) The persons banned from investing according to the laws on officers and officials;
Article 14. Contracts prior to business registration
1. Founding shareholders, founding members, or their authorized representatives may sign the contracts serving the establishment and operation of the company before business registration.
2. When the company is established, the company shall undertake the rights and obligations under the concluded contracts mentioned in Clause 1 of this Article.
3. If the company is not established, the signatory to the contracts mentioned in Clause 1 of this Article shall be responsible or jointly responsible for the financial obligations to the performance of such contracts.
Article 15. Business registration procedure
1. The applicant shall submit an application for business registration prescribed in this Law to a competent business registration authority, and take responsibility for the truthfulness and accuracy of the information in the application.
2. The business registration authority shall examine the application and issue the Certificate of Business registration within 10 working days from the receipt of the application. If the application is rejected, a written notification shall be sent to the applicant. The notification must specify the reasons and necessary amendments or supplementation.
3. The business registration authority is responsible for the legitimacy of the application when issuing the Certificate of Business registration, and must not request the applicant to submit documents other than those prescribed in this Law.
4. The deadline for issuing a Certificate of Business registration of a particular project of investment must comply with investment laws.
Article 16. Application for business registration of private company
An application for business registration of a private company consists of:
1. The application form provided by the business registration authority.
2. A copy of the ID card, passport, or another ID paper.
3. A certification of legal capital issued by a competent authority if the legal capital is compulsory for the business line of the company.
4. The practising certificates of the Director and other persons if practicing certificates are compulsory for the business line.
Article 17. Application for business registration of partnership
An application for business registration of a partnership consists of:
1. The application form provided by the business registration authority.
2. The Draft Charter.
3. A list of the general partners, copies of their ID cards, passports, or another ID paper.
4. A certification of legal capital issued by a competent authority if the legal capital is compulsory for the business lines of the company.
5. The practising certificates of the general partners and other persons if practicing certificates are compulsory for the business lines of the company.
Article 18. Application for business registration of limited liability company
An application for business registration of a limited liability company of:
1. The application form provided by the business registration authority.
2. The Draft Charter.
3. A list of members enclosed with:
a) For members that are individuals: copies of ID cards, passports, or another ID paper;
b) For members that are organizations: copies of Decisions on Establishment, Certificates of Business registration or equivalent papers; letters of attorney, ID cards, passports, or another ID paper of the authorized representatives.
For members that are foreign organizations: copies of Certificate of Business registration authenticated by that authority where they were registered within 03 months before the day on which the application for business registration is submitted.
4. A certification of legal capital issued by a competent authority if the legal capital is compulsory for the business lines of the company.
5. The practising certificates of the Director and other persons if practicing certificates are compulsory for the business lines.
Article 19. Application for business registration of joint-stock company
An application for business registration of a joint-stock company consists of:
1. The application form provided by the business registration authority.
2. The Draft Charter.
3. A list of founding shareholders members enclosed with:
a) For shareholders that are individuals: copies of ID cards, passports, or another ID paper;
b) For shareholders that are organizations: copies of Decisions on Establishment, Certificates of Business registration or equivalent papers; letters of attorney, ID cards, passports, or another ID paper of the authorized representatives.
For shareholders that are foreign organizations: copies of Certificate of Business registration authenticated by that authority where they were registered within 03 months before the day on which the application for business registration is submitted.
4. A certification of legal capital issued by a competent authority if the legal capital is compulsory for the business line of the company.
5. The practising certificates of the Director and other persons if practicing certificates are compulsory for the business lines.
The documentation, procedure, and conditions for business registration of foreign investors that invest in Vietnam for the first time are prescribed in this Law and investment laws. The certificate of investment is considered the Certificate of Business Registration.
Article 21. Contents of application for business registration
1. Company’s name.
2. Address of the head office; phone number, fax number, and email address (if any).
3. Lines of business.
4. Charter capital of the company, or initial capital of the owner of the private company.
5. Capital invested by each member of the limited liability company or partnership; holding of the founding shareholders, types of shares, price of each type of shares, and total of each type of authorized shares of the joint-stock company.
6. Full name, signature, permanent residence, nationality, ID number, passport number or number of another ID paper (hereinafter referred to as ID number) of the company owner (applied to private companies) or the owner or the owner’s authorized representative (applied to single-member limited liability companies) or each member or the member’s representative (applied to multi-member limited liability companies) or each founding shareholder or their representative (applied to joint-stock companies) or each general partner (applied to partnerships).
Article 22. Contents of the company’s Charter
1. Names and addresses of the head office, branches, and representative offices.
2. Lines of business.
3. Charter capital; method of increasing and decreasing the charter capital.
4. Full names, addresses, nationalities, and other attributes of the general partners (applied to partnerships) or the owner and members (applied to limited liability companies) or founding shareholders (applied to joint-stock company).
5. Capital invested by each member (applied to limited liability companies and partnerships) or holding of the founding shareholders; types of shares, price of each type of shares, and total of each type of authorized shares (applied to joint-stock companies).
6. Rights and obligations of members of the limited liability company or partnership, or shareholders of the joint-stock company.
7. The organizational structure.
8. The legal representative of the limited liability company or joint-stock company.
9. The method for passing decisions of the company; the rules for settling internal disputes.
10. Bases and methods for determination of remunerations, wages, and bonus for the managers, members of the Control Board, or controllers.
11. The cases in which the members may request the company to purchase their invested capital (applied to limited liability companies) or shares (applied to joint-stock companies)
12. The rules for distribution of post-tax profit and settling loss on the business.
13. The cases of dissolution, procedure for dissolution and asset liquidation.
14. Procedure for amending the company’s charter.
15. Full names and signatures of general partners (applied to partnerships) or the legal representative, the owner, the members, or the authorized representative (applied to limited liability companies) or the legal representative, founding shareholders, or authorized representative (applied to joint-stock companies).
16. Other contents agreed by members and shareholders as long as they are not at odds with law.
The list of members of limited liability company, partnership; list of founding shareholders of joint-stock company is compiled using the form provided by the business registration authority and must contain the following information:
1. Full names, addresses, nationalities, and other attributes of the members of the limited liability company or partnership; or full names, addresses, nationalities, and other attributes of the founding shareholders of the joint-stock company.
2. Invested capital, types of assets, quantity and value of each type of contributed assets, deadline for investing capital of each member of the limited liability company or partnership; quantity of shares, types of shares, types and quantity of assets, value of each type of assets contributed by each founding shareholder of the joint-stock company.
3. Full name, signature of the legal representative or authorized representatives of each member or founding shareholder (applied to limited liability companies and joint-stock company), or each general partner (applied to partnerships).
Article 24. Requirements for issuance of Certificate of Business Registration
The Certificate of Business Registration shall be issued when all of the requirements below are satisfied:
1. Lines of business are not prohibited.
2. The company is named in accordance with Articles 31, 32, 33, and 34 of this Law;
3. The company’s head office is conformable with Clause 1 of Article 35 of this Law;
4. The application for business registration is valid;
5. The business registration fee is paid in full.
The business registration fee varies according to the number of business lines. Specific fees shall be announced by the government.
Article 25. Contents of the Certificate of Business Registration
1. Name, addresses of the head office, branches and representative offices of the company.
2. Full name, permanent residence, nationality, ID number of the legal representative of the company.
3. Full name, permanent residence, nationality, ID number of every member or shareholder that is an individual; the number of the Decision on Establishment or Certificate of Business registration of the owner, every member or shareholder that is an organization (applied to limited liability companies and joint-stock companies); Full name, permanent residence, nationality, ID number of every general partner (applied to partnership); full name, permanent residence, ID number of the company’s owner that is an individual or an owner of a private company.
4. Charter capital (applied to limited liability companies and partnerships); share capital, value of share capital invested, and number of authorized shares (applied to joint-stock companies); initial capital (applied to private companies); legal capital (applied to the companies that do the business lines for which legal capital is compulsory).
5. The lines of business.
Article 26. Amendment to business registration contents
1. When changing the name, address of the head office, branch, or representative office, the line of business, charter capital, number of authorized shares, capital of the owner, the legal representative, and other information in the application for business registration, the company must register with the business registration authority within 10 working days from the day on which the change occurs.
2. If the contents of the Certificate of Business Registration are changed, the company shall be issued with another one.
3. If the Certificate of Business Registration is lost, damaged, burned, or destroyed, the company shall be issued with another one and must pay a fee.
Article 27. Provision of information about business registration
1. Within 07 working days from the day on which the Certificate of Business Registration is issued or amended, the business registration authority shall notify the contents of that Certificate to a tax authority, statistical agency, other competent authorities at the same level, the People’s Committee of the district or provincial city, and the People’s Committee of the commune/ward or town where the company’s head office is situated.
2. The applicant is entitled to request the business registration authority to provide information about the business registration contents, copies of the Certificate of Business Registration, certify the changes to the business registration, or extracts of the business registration contents, and must pay fees as prescribed by law.
3. The business registration authority is obliged to provide sufficient and timely information about business registration at the request of the applicants in accordance with Clause 2 of this Article.
Article 28. Announcement of business registration contents
1. Within 30 days from the day on which the Certificate of Business Registration is obtained, the company must post the following information on the website of the business registration authority or three consecutive issues of a newspaper or an online newspaper:
a) The company’s name.
b) Addresses of the head office, branches and representative offices of the company;
c) The lines of business.
d) The charter capital (applied to limited liability companies and partnerships); share capital, value of share capital invested, and number of authorized shares (applied to joint-stock companies); initial capital (applied to private companies); legal capital (applied to the companies that do the business lines for which legal capital is compulsory).
dd) Full name, permanent residence, nationality, ID number, the number of the Decision on Establishment or business registration of the owner, founding shareholders or members;
e) Full name, permanent residence, nationality, ID number of the legal representative of the company.
g) The business registration authority.
2. If changes to the business registration contents are made, the company must announce the changes by the means and by the deadline prescribed in Clause 1 of this Article.
1. Members of limited liability companies and partnerships, shareholders of joint-stock companies must transfer contributed assets to the company as follows:
a) If the asset is a registered asset or a piece of land, the investor must follow the procedure for transferring the asset ownership or the land to the company at a competent authority.
The transfer of contributed asset does not incur registration fee;
If the asset ownership is not registered, the transfer of contributed capital must be recorded in writing.
The record must specify the name and address of the head office of the company, the full name, permanent residence, ID number, number of the Decision on Establishment or registration of the investor; the category and quantity of assets; total value of contributed assets, proportion of such asset to charter capital; date of transfer, signatures of the investor or the investor’s authorized representative and the legal representative of the company;
c) Contributed assets that are not Vietnamese currency, convertible foreign currencies, and gold are considered paid off after their legal ownership is transferred to the company.
2. The assets serving the operation of the owner of the private company is exempt from procedure for ownership transfer.
Article 30. Valuation of contributed capital
1. The assets that are not Vietnamese currency, convertible foreign currencies, and gold must be assessed by founding shareholders or members or a professional valuation organization.
2. The values of assets contributed during the establishment of a company must be agreed among the founding shareholders or members; if any of the contributed asset is assessed at a higher price than the actual value when the investment is being made, the founding shareholders or members are jointly responsible for the debts and other financial obligations of the company, which is equal to the difference between the assessed value and the actual value of the asset when the valuation is finished.
3. The assets contributed during the operation of the company shall be assessed by the company and the investors, or by a professional valuation organization. If assets are assessed by a professional valuation organization, their value must be agreed by the investors and the company; if any of the contributed asset is assessed at a higher price than the actual value when the investment is being made, the investor or the valuation organization and the legal representative of the company are jointly responsible for the debts and other financial obligations of the company, which is equal to the difference between the assessed value and the actual value of the asset when the valuation is finished.
1. The company’s name must be written in Vietnamese language, may contain numbers and symbols, must be pronounceable, and contain at least two elements:
a) Type of company;
b) Proper name.
2. The company’s name must be written or put up at the head office, branches and representative offices of the company. The company’s name must be printed or written on the documents and publications released by the company.
3. Pursuant to this Article, Article 32, Article 33, and Article 34 of this Law, the business registration authority is entitled to reject the name selected by the company. The decision of the business registration authority is final.
Article 32. Prohibitions in naming companies
1. Choosing a name that is the same or confusingly similar to the name of a registered company.
2. Using the name of a state authority, People’s armed force unit, political organization, socio-political organization, socio-political-professional organization, social organization, or socio-professional organization as part or the whole name of the company, unless otherwise accepted by such organization or unit.
3. Using words or symbols that contravene the history, traditional customs and ethical values.
Article 33. Company’s names in a foreign language and abbreviated names
1. A company’s name in a foreign language is a name translated from the Vietnamese name. When being translated into a foreign language, the proper name of the company may be retained or translated.
2. The size of the company’s name in the foreign language must be smaller than that of the Vietnamese name at the business locations, on the documents and publications released by the company.
3. The company may choose between abbreviating its Vietnamese name or its the foreign name.
Article 34. Existing names and confusingly similar names
1. An existing name means a Vietnamese name chosen by the applicant that is written and pronounced in the exact same way of another company’s name.
2. The names in the following cases are considered confusingly similar names:
a) The pronunciation of the chosen Vietnamese name is similar to that of another company’s name;
b) The chosen Vietnamese name and another company’s name are only distinguished by the symbol “&";
c) The abbreviated name of the chosen name is the same as the abbreviated name of another company;
d) The name in a foreign language of the new company is the same as another company’s name;
dd) The proper name of the new company is only distinguished from that of another company by an ordinal number, cardinal number, or Vietnamese letter right after the proper name, unless the new company is registered as a subsidiary of the other company;
e) The proper name of the new company is the proper name of another registered company with the word “new” in front of it;
g) The proper name of the new company is only distinguished from that of a registered company by the word “north”, "south”, "central”, “east", “west” and the like, unless the new company is registered as a subsidiary of the registered company;
Article 35. Company’s headquarter
1. The company’s headquarter is the place where the company operates. The headquarter must be situated within Vietnam’s territory, has an address that consists of the number, street, commune/ward/town, district/provincial city/, central-affiliated city or province, phone number, fax number, and email (if any).
2. The company must notify the business registration authority of the opening time of the headquarter within 15 days from the issuance of the Certificate of Business Registration.
1. Every company has its own seal. The company’s seal must be kept at the company’s headquarter. The format and contents of the seal, the conditions for making seals, and the use of seals must comply with regulations of the government.
2. The seal is an asset of the company. The legal representative of the company is responsible for the use of the seal as prescribed by law. If necessary, a company may have a second seal if it is accepted by the seal authority.
Article 37. Representative offices, branches, and business locations of a company
1. Representative offices are units of the company that are responsible for representing and protecting the interests of the company. The organization and operation of representative offices must be conformable with the law.
2. Braches are units of the company that are responsible for performing some or all functions of the company, including representation. The business lines of the branches must be consistent with those of the company.
3. Business locations are the places where the company’s business is done. A business location may be located outside the headquarter.
4. Every branch, representative office, and business location must bear the name of the company and the part showing they are whether a branch, representative office, or business location.
5. Every company is entitled to open branches and representative offices in Vietnam or overseas. A company may open one or multiple representative offices or branches in the same administrative division. The procedures for opening branches and representative office shall be established by the government.
SECTION 1. MULTI-MEMBER LIMITED LIABILITY COMPANIES
Article 38. Multi-member limited liability companies
1. A limited liability company is a company, of which:
a) The members may be organizations and individuals; the total number of members does not exceed 50;
b) The members are responsible for the debts and other financial obligations of the company within the amount of capital they pledged to invest into the company.
c) Capital invested by members may be transferred in accordance with Article 43, Article 44, and Article 45 of this Law.
2. A limited liability company has a legal status from the day on which the Certificate of Business Registration is issued.
3. Limited liability companies must not issue shares.
Article 39. Capital investment and issuance of certificate of capital investment
1. Members must contribute assets as capital adequately and on schedule as pledged. When a member changes the type of asset contributed as capital, such change must be agreed by the other members; the company shall send a written notification of such change to the business registration authority within 07 working days from the day on which the change is approved of.
The legal representative of the company must send a written report on progress of capital investment to the business registration authority within 15 days from the day on which the pledge to invest capital is made, and take personal responsibility for the damage incurred by the company and other person due to late, incorrect, or insufficient report.
2. If a member fails to invest capital adequately or on schedule as pledged, the outstanding capital is considered a debt owed by that member to the company; that member must pay compensation for the damage caused by inadequate or late investment of capital.
3. In case the member fails to invest adequate capital after the final deadline:
a) One or some members shall invest the outstanding capital; or
b) Capital is raised from another person;
c) The other members shall invest the outstanding capital according to the proportion of the investment in the company.
After sufficient capital is invested, the member that fails to invest capital is obviously no longer a member of the company, and the business registration must be changed in accordance with this Law.
4. When making sufficient capital investment, the member shall be issued with a certificate of capital investment by the company. The certificate of capital investment contains:
a) Name and address of the headquarter of the company;
b) Number and date of issue of the Certificate of Business Registration;
c) Charter capital of the company;
d) Full name, permanent residence, nationality, ID/passport number if the member is an individual; name, permanent establishment, nationality, number of the Decision on Establishment or Certificate of Business Registration of the member is a organization;
dd) The invested capital of the member;
e) Numbers and date of issue of the certificate of capital investment;
g) Full name and signature of the company’s legal representative.
5. If the certificate of capital investment is lost, damaged, burnt, or destroyed in one way or another, the member shall be issued with another one.
1. The company must make a member register right after the business registration is applied. The member register must contain:
a) Name and address of the headquarter of the company;
b) Full names, permanent residences, nationalities, ID/passport numbers of the members that are individuals; names, permanent establishments, nationalities, numbers of the Decisions on Establishment and Certificates of Business Registration of the members that are organizations;
c) The capital invested by each member, time of investment, categories of contributed assets; quantity and value of each category of contributed assets;
d) Signatures of members that are individuals and signatures of legal representatives of members that are organizations;
dd) Number and date of issue of the certificate of capital investment of every member.
2. The member register shall be kept at the headquarter of the company.
1. Members of a multi-member limited liability company are entitled to:
a) Attend meetings of the Board of members, discuss and vote for the issues within the competence of the Board of members;
b) Cast a number of votes that is equivalent to the proportion of their invested capital.
c) Check, use, copy, extract the member register and logbooks; monitor the transactions, accounting books, annual financial statements, minutes of meetings of the Board of members, and other documents of the company;
d) Receive shares of profit in proportion to their invested capital after the all taxes and financial obligations are settled.
dd) Receive shares of remaining assets of the company in proportion to their invested capital when the company is dissolved or goes bankrupt;
e) Be given priority when investing more capital when the company's charter capital is increased; transfer their invested capital in part or in full in accordance with this law;
g) File complaints or denunciations against the Director when they fail to fulfill their duties and threaten the members' or the company’s interests;
h) Transfer, bequeath, or give away their invested capital in accordance with the law and the company’s charter;
i) Exercise other rights mentioned in this Law and the company’s charter.
2. Any member or group of members that holds more than 25% of charter capital (or a smaller rate prescribed by the company’s charter) is entitled to convene a meeting of the Board of members to resolve the issues within their competence, except for the cases in Clause 3 of this Article.
3. If a member of the company holds more than 75% of the charter capital and the company’s charter does not prescribe a smaller rate according to Clause 2 of this Article, the group the other members is obviously has the right mentioned in Clause 2 of this Article.
Article 42. Obligations of members
Every member is obliged to:
1. Invest adequate capital on schedule as prescribed, take responsibility for the debts and other financial obligations of the company within their invested capital; not withdraw invested capital in any shape or form except for the cases in Articles 43, 44, 45, and 60 of this Law.
2. Comply with the company’s charter.
3. Comply with decisions of the Board of members.
4. Fulfill other obligations mentioned in this Law.
5. Take personal responsibility when committing the following acts in the company’s name:
a) Violating the law;
b) Doing business or making transactions that are not meant for the benefits of the company and cause damage to other people;
c) Repaying debts before they are due while the company is facing financial risks.
Article 43. Repurchase of invested capital
1. Every member is entitled to request the company to repurchase their invested capital if such member votes against a decision of the Board of members on:
a) Amendments to the regulations the company’s charter that are related to rights and obligations of members or the Board of members;
b) Company restructuring;
c) Other cases prescribed in the company’s charter.
The request for repurchase of invested capital must be made in writing and sent to the company within 15 days from the day on which the decision mentioned in Point a, b, and c of this Clause is passed.
2. Within 15 days from the receipt of the request mentioned in Clause 1 of this Article, the company must repurchase the invested capital at the market price or under the rules in the company’s charter if an agreement on the price cannot be reached. The payment shall only be made if the company is still able to repay all debts and settle all financial obligations after paying for the repurchase of invested capital.
3. If the company refuses to repurchase the invested capital as prescribed in Clause 2 of this Article, the member is entitled to transfer their invested capital to another member or another non-member.
Article 44. Transfer of invested capital
Except for the case in Clause 6 Article 45 of this Law, every member of a multi-member limited liability company is entitled to transfer their invested capital to other person, whether in part or in full, provided:
1. The other members may only purchase the invested capital in proportion to the capital the invested in the company in the same condition;
2. The invested capital may only be transferred to a non-member if the other members refuse to purchase it or fail to purchase it completely within 10 days from the first day of offering.
Article 45. Settlement of invested capital in other cases
1. When a member that is an individual dies or announced dead by the court, his or her inheritor according to the will or law is considered a member of the company.
2. When a member is incapable of civil acts, whether in part or in full, his/her rights and obligations shall be performed by the guardian.
3. Invested capital of a member shall be repurchased or transferred by the company according to Article 43 and Article 44 of this Law in the following cases:
a) The inheritor does not wish to become a member;
b) The recipient of the invested capital mentioned in Clause 5 of this Article is not recognized as a member by the Board of members;
c) A member that is an organization is dissolved or goes bankrupt.
4. When a member that is an individual dies without any inheritor, the inheritor refuses to receive the inheritance, or the inheritor is deprived of the right of inheritance, the invested capital shall be settled in accordance with civil laws.
5. Every member is entitled to give his/her invested capital to another person, whether in part or in full.
If the recipient and the giver are within three degrees of consanguinity, such recipient is not unexpectedly considered a member of the company. If the invested capital is give away to another person, that person only becomes a member of the company when he/she is recognized by the Board of members.
6. Where a member uses his/her invested capital to pay a debt, the recipient of the repayment is entitled to use such invested capital to either:
a) Become a member of the company if the Board of members accepts;
b) Transfer it in accordance with Article 44 of this Law.
Article 46. Organizational structure
A multi-member limited liability company has a the Board of members, a Chairperson of the Board of members, and a Director. Every limited liability company that has 11 members or more must establish a the Control Board. If the company has fewer than 11 members, the Control Board may stilled be established if it is necessary for managerial purposes. Rights, obligations, standards, conditions, and working conditions of the Control Board and the Chief of the Control Board are prescribed in the company’s charter.
The Chairperson of the Board of members or the Director is the legal representative of the company according to the company’s charter. The company’s legal representative must have a permanent residence in Vietnam; if the representative is not present in Vietnam for more than 30 days, he/she must delegate another person in writing to exercise the rights and fulfill the obligations of the legal representative in accordance with the company’s charter.
1. The Board of members consists of the members and is the ultimate body of the company. The members that are organizations shall authorized representatives to attend the Board of members. The company’s charter must specify the meeting time of the Board of members. At least a meeting must be held a year.
2. Rights and obligations of the Board of members:
a) Decide the annual business plan and strategy of the company;
b) Decide the increase or decrease of the charter capital, the time and method for raising more capital;
c) Decide the method of investment and any project of investment that is worth more than 50% of the total asset value written in the latest financial statement, or a smaller rate prescribed in the company’s charter;
d) Decide the solution for market development, marketing, and technology transfers; ratify contracts to give loans, take loans, liquidate the assets that are worth 50% of the total asset value or more according to the latest financial statement, or a smaller rate prescribed in the company’s charter;
dd) Elect and dismiss the Chairperson of the Board of members; decide the designation and dismissal of the Director, Chief accountant, and other managers prescribed in the company’s charter;
e) Decide the wages, bonus, and benefits of the Chairperson of the Board of members; the Director, Chief accountant, and other managers prescribed in the company’s charter;
g) Ratify annual financial statements, plans for using and distributing profit, or plans for loss settlement;
h) Decide the organizational structure;
i) Decide the establishment of subsidiaries, branches, and representative office;
k) Make amendments to the company’s charter;
l) Decide the company restructuring;
m) Decide the dissolution or bankruptcy of the company;
n) Exercise other rights and discharge other obligations mentioned in this Law and the company’s charter.
Article 48. Authorized representative
1. The designation of the authorized representative must be made in writing, notified to the company and the business registration authority within 07 working days from the designation date. The notification must contain:
a) Name, address of the headquarter, nationality, number and date of issuer of the Decision on Establishment or Certificate of Business Registration;
b) The proportion of invested capital, numbers and date of issue of the certificate of capital investment;
c) Full name, permanent residence, nationality, ID/passport number of the authorized representative.
d) Duration of the authorization.
dd) Full names, signatures legal representatives and authorized representatives of the members.
The decision on replacement of the authorized representative must be notified in writing to the company and the business registration authority within 07 working days from the day on which the decision is made. The decision takes effect when the company receives the notification.
2. The authorized representative must meet the standards and requirements below:
a) Capable of civil acts;
b) Not banned from establishing and administering companies;
c) Proficient and experienced in business administration or in the primary business line of the company;
d) The spouse, parents, adoptive parents, children, adopted children, and siblings of the manager and the person entitled to designate the manager of the parent company of which more than 50% shares or capital is held by the state must not be designated as the authorized representatives of subsidiaries of such parent company.
3. The authorized representative, in the name of the members, shall exercise the rights and discharge the obligations of members in accordance with this Law. Every restriction imposed by the members on the authorized representative’s discharging obligations of members via the Board of members does not have any legal effect on the third party.
4. The authorized representative must attend all meetings of the Board of members, exercise the rights and discharge the obligations of members in an honest and prudent way to defend the lawful interests of the members and the company.
5. The authorized representative may cast a number of votes that is equivalent to the proportion of his or her invested capital.
Article 49. Chairperson of the Board of members
1. A Chairperson shall be elected by the Board of members. The Chairperson of the Board of members may also hold the position of the Director.
2. Rights and obligations of the Chairperson of the Board of members:
a) Prepare or organize the preparation of activities of the Board of members;
b) Prepare or organize the preparation of the agenda and documents of the meetings of the Board of members;
c) Convene and chair meetings of the Board of members or referendums;
d) Supervise or organize the supervision of the implementation of decisions of the Board of members;
dd) Sign the decisions of the Board of members on their behalf;
e) Exercise other rights and discharge other obligations mentioned in this Law and the company’s charter.
3. The term of office of a the Chairperson of the Board of members must not exceed 5 years. The Chairperson of the Board of members has no term limit
4. If the company’s charter prescribes that the Chairperson of the Board of members is also the legal representative, the transaction documents must specify that.
5. When absent, the Chairperson of the Board of members shall authorize another member in writing to perform the rights and duties of the Chairperson of the Board of members in accordance with the company’s charter. If no one is authorized or the Chairperson of the Board of members fails to work, the other members shall elect one of them to temporarily perform the rights and duties of the Chairperson of the Board of members under the majority rule.
Article 50. Convening meetings of the Board of members
1. A meeting of the Board of members shall be convened at the request of the Chairperson of the Board of members or the member/group of member mentioned in Clause 2 and Clause 3 Article 41 of this Law. Every meeting of the Board of members must be held at the headquarter, unless otherwise prescribed in the company’s charter.
The Chairperson of the Board of members shall prepare or organize the preparation of the agenda and documents of the meetings. Members are entitled to put forward their opinions on the meeting agenda in writing. The proposal must contain:
a) The full name, permanent residence, nationality, ID/passport number if the member is an individual; name, permanent establishment address, nationality, number of the Decision on Establishment of Certificate of Business Registration if the member is an organization; the signature of the member or the authorized representative;
b) The proportion of invested capital, numbers and date of issue of the certificate of capital investment;
c) Proposed additional tasks to the agenda;
d) Reasons for proposal.
The Chairperson of the Board of members must accept the proposal and change the meeting agenda if the proposal contains sufficient information and is sent to the headquarter of the company at least one day before the date of the meeting; if the proposal is put forward right before the meeting, it shall be passed if it is approved of by the majority of the attending members.
2. The notification of the meeting may be made in paper, by phone, fax, telex, or other electronic means according to the company’s charter, and must be sent directly to every member of the Board of members. The contents of the notification must specify the time, location, and agenda of the meeting.
The meeting agenda and documents must be sent to all members before the meeting takes place. The documents related to the decisions on amendments to the company’s charter, ratification of development plan, annual financial statement, restructuring or dissolution of the company must be sent to members at least 02 working days before the meeting takes place. The deadlines for sending other documents shall be prescribed in the company’s charter.
3. If the Chairperson of the Board of members fails to convene a meeting at the request of the member/group of members mentioned in Clause 2 and Clause 3 Article 41 of this Law within 15 days from the receipt of the request, such member/group of members shall convene the meeting. In this case, the business registration authority may be requested to supervise the meeting, and a lawsuit against the Chairperson of the Board of members may be filed in the name of the company or the members themselves if the Chairperson’s negligence causes damage to their lawful interests.
4. If the company’s charter does not prescribe otherwise, the request for the meeting mentioned in Clause 3 of this Article must be made in writing and contain the following information:
a) The full name, permanent residence, nationality, ID/passport number if the member is an individual; name, permanent establishment address, nationality, number of the Decision on Establishment of Certificate of Business Registration if the member is an organization; the proportion of invested capital, number and date of issue of the certificate of capital investment of every member that makes the request.
b) The reason for convening a meeting of the Board of members and the issues that need resolving;
c) Intended agenda;
d) Full name and signature of every member that makes the request or their authorized representative.
5. If the request for the meeting does not contain sufficient information as prescribed in Clause 4 of this Article, the Chairperson of the Board of members must notify the member/group of member within 07 working days from the receipt of the request.
In other cases, the Chairperson of the Board of members must convent a meeting of the Board of members within 07 working days from the receipt of the request.
If the Chairperson of the Board of members fails to convene a meeting as prescribed, he or she is personally responsible for any damage to the company and relevant members. In this case, the member/group of member that made the request is entitled to convene a meeting of the Board of members. The cost of convening and holding the meeting shall be reimbursed by the company.
Article 51. Conditions and procedure for holding a meeting of the Board of members
1. A meeting of the Board of members shall be opened when it is attended by a number of members that represent at least 75% of charter capital; the specific rate shall be prescribed in the company’s charter.
2. If the conditions for holding the first meeting prescribed in Clause 1 of this Article are not met, the second meeting shall be convene within 15 days from the intended date of the first meeting. The second meeting shall be opened when it is attended by a number of members that represent at least 50% of charter capital; the specific rate shall be prescribed in the company’s charter.
3. If the conditions for holding the second meeting prescribed in Clause 2 of this Article are not met, the second meeting shall be convened within 10 days from the intended date of the first meeting. In this case, the meeting shall be opened regardless of the number of participants.
4. The members and their authorized representatives must attend the meeting and cast votes. The formalities of the meeting and the voting method shall be prescribed in the company’s charter.
Article 52. Decisions of the Board of members
1. The Board of members shall ratify the decisions within its competence in the form of voting, seeking opinions in writing, or another method prescribed in the company’s charter.
If the company’s charter does not prescribed otherwise, the decisions on the following issues must be ratified by voting at the meeting:
a) Amendments to the company’s charter;
b) Development plan;
c) Election, designation, and dismissal of the Chairperson of the Board of members; designation and dismissal of the Director;
d) Ratification of annual financial statements;
dd) Restructuring or dissolution of the company.
2. A decision of the Board of members is considered ratified at the meeting if:
a) It receives at least 65% of the votes cast by the members that attend the meeting; the specific rate shall be prescribed in the company’s charter;
b) It receives at least 75% of the votes cast by the members that attend the meeting (applied to decisions to liquidate assets that are worth 50% of the total asset value or more according to the latest financial statement or a smaller rate, which is prescribed in the company’s charter; decisions on amendments to the company’s charter; decision on restructuring or dissolution of the company); the specific rate shall prescribed in the company’s charter.
3. When written opinions are sought, a decision of the Board of members is considered ratified if it is approved by a number of members that represent at least 75% of charter capital; the specific rate shall be prescribed in the company’s charter.
Article 53. Minutes of meetings of the Board of members
1. Every meeting of the Board of members must be recorded in writing.
2. The minutes of the meeting must be done and ratified right before the end of the meeting. The minutes must specify:
a) Time and location of the meeting; purposes and agenda of the meeting;
b) Full names, proportions of capital investment, numbers and dates of certificates of invested capital of the members that attend the meeting and the representatives authorized to attend the meeting; full names, proportions of capital investments numbers and dates of certificates of invested capital of the members that do not attend the meeting;
c) The issues discussed and voted; summaries of the members’ opinions;
d) Totals of affirmative votes, negative votes, and abstentions on each issue;
dd) The ratified decisions;
e) Full names and signatures of all members and authorized representatives that attend the meeting.
Article 54. Procedure for ratifying decisions of the Board of members by seeking opinions in writing
If the company’s charter does not prescribed otherwise, the decisions may be ratified by seeking opinions in writing as follows:
1. The Chairperson of the Board of members shall decide to seek written opinions of the members to ratify the decisions within his competence;
2. The Chairperson of the Board of members shall make and send reports on the issues that need resolving, draft the decisions, and hand out opinion sheets among the members.
The opinion sheet must contain:
a) Name, address of the head office, number and date of issue of the Certificate of Business Registration, and the business registration authority;
b) Full name, permanent residence, nationality, ID/passport number, and proportion of capital investment of the member;
c) The issues that need opinions and three options: assent, dissent, and abstention);
d) The deadline for sending the opinion sheet to the company;
dd) Full name and signature of the Chairperson of the Board of members.
The opinion sheets that contain accurate and sufficient information and are sent to the company by the deadline are considered valid;
3. The Chairperson of the Board of members shall organize the vote counting, send notifications of the result and the ratified decisions to the members within 07 working days from the aforesaid deadline. The report on the voting result must contain the compulsory information prescribed in Clause 2 Article 53 of this Law.
1. The Director is the person that administers the everyday operation of the responsible for, and is responsible to the Board of members for the performance of his/her rights and duties.
2. Rights and duties of the Director:
a) Organize the implementation of decisions of the Board of members;
b) Decide the issues related to everyday operation of the company;
c) Implement business plans and investment plans of the company;
d) Impose rules and regulations of the company;
dd) Designate and dismiss managerial positions in the company, except for those within the competence of the Board of members;
e) Sign contracts in the name of the company, except for those within the competence of the Board of members;
g) Propose the company’s organizational structure;
h) Submit annual financial statement to the Board of members;
i) Propose plans for using profits or settle loss during the business;
k) Employ workers;
l) Perform other duties and rights prescribed in the company’s charter and the labor contract signed with the company under the decision of the Board of members.
Article 56. Duties of the Board of members and the Director
1. The Board of members and the Director are obliged to:
a) Perform their duties and rights in an honest and prudent way to ensure the lawful interests of the company and the owner;
b) Defend the interests of the company and the company’s owner; not take advantage of the company’s information, secrets, and business opportunities; not misuse the position and company’s assets for selfish purposes or to serve the interests of other entities;
c) Provide the company with timely, adequate, and accurate information about the companies and related persons thereof that hold the company’s controlling capital or shares. Such information must be posted at the headquarter and branches of the company;
d) Fulfill other obligations prescribed by law and the company’s charter.
2. The Director is not given a rise when the company fails to settle due debts.
Article 57. Director’s standards
1. The Director must:
a) Be capable of civil acts and not be banned from business administration according to this Law;
b) Hold at least 10% of charter capital of the company; be proficient and experienced in business administration or the primary line of business of the company; meet other standards prescribed in the company’s charter.
2. Apart from the conditions above, the Director must not be a spouse, parent, adoptive parent, child, adopted child, or sibling of the managers or the person entitled to designate the managers of the subsidiaries of which more than 50% of charter capital is held by the state in the form of capital investment of shares.
Article 58. Wages and bonus of members and the Director
1. The company is entitled to pay wages and bonus to members, the Director, and other managers according to the business outcomes.
2. Wages of members, the Director and other managers are aggregated with the operating cost according to the laws on corporate income tax, relevant laws, and must be separated in the annual financial statement.
Article 59. Contracts and transactions subject to approval by the Board of members
1. The contracts and transactions between the company and the following entities are subject to approval by the Board of members:
a) Members and their authorized representative, the Director, or the company’s legal representative;
b) The persons related to the persons mentioned in Point a of this Clause;
c) The manager of the parent company; the person entitled to designate the manager of the parent company;
d) The persons related to the persons mentioned in Point c of this Clause.
The company’s legal representative must send the draft contracts and notifications of the intended transactions to the members of the Board of members, post them at the headquarter and branches of the company. If the charter does not prescribed otherwise, the Board of members must decide to approve or disapprove of the contract or transaction within 15 days from the day on which it is posted. In this case, the contract/transaction must be approved of if it is voted for by a number of members that represent at least 75% of the controlling capital. The members that involve in the contract/transaction must not vote.
2. The contract/transaction shall be invalidated and dealt with if it is not concluded properly according to Clause 1 of this Article. The company’s legal representative, relevant members, and the persons related to such members must pay damages and return the profits generated from such contract/transaction.
Article 60. Increase and decrease of charter capital
1. According to the decision made by the Board of members, the company may increase the charter capital in the following forms:
a) Increasing the capital investment by the members;
b) Adjusting the charter capital in proportion to the additional asset value of the company;
c) Receiving capital invested by new members.
2. If capital investments by members are increased, the additional capital shall be distributed among the members according to the proportion of their invested capital to the company’s charter capital. Any member that objects to the increase of charter capital might not invest more capital. In this case, the additional capital shall be distributed among the members according to the proportion of their invested capital to the company’s charter capital if the members do not agree otherwise.
The increase of charter capital by admitting more members must be agreed by all members, unless otherwise prescribed by the company’s charter.
3. According to the decision made by the Board of members, the company may increase the charter capital by:
a) Returning part of the invested capital to the members according to the proportions of their capital in charter capital if the business has been carried on for more than 02 years from the date of business registration, provided the debts and other financial obligations must be settled after such return is made.
b) Repurchasing the capital contribution according to Article 44 of this Law;
c) Adjusting the charter capital in proportion to the decrease in asset value of the company.
4. Within 7 working days from the day on which the increase or decrease of the charter capital is decided, the company must send a written notification to the business registration authority. The notification must specify:
a) Name, address of the headquarter, number and issue of Certificate of Business Registration, the business registration authority;
b) Full names, permanent residences, nationalities, ID numbers of the members that are individuals; names, permanent addresses, nationalities, numbers of Decisions on Establishment or Certificates of Business registration of the members that are organizations; capital invested by each of them;
c) Charter capital, intended increase or decrease of capital;
d) Time and method of increasing or decreasing capital;
dd) Full names, signatures of the Chairperson of the Board of members and company’s legal representative.
When increasing charter capital, the notification must be enclosed with a decision of the Board of members. When decreasing charter capital, the notification must be enclosed with a decision of the Board of members and the latest financial statement; if more than 50% capital of the company is held by foreign parties, the financial statement must be certified by an independent audit organization.
the business registration authority shall register the increase or decrease of charter capital within 10 working days from the receipt of the notification.
Article 61. Conditions for distributing profit
The company may only distribute profit if the profit is actually generated, after tax liabilities and other financial obligation are settled, provided the company is still able to settle other debts and financial obligations that are due after profit distribution.
Article 62. Withdrawal of returned investment or distributed profit
When part of investments is returned against Clause 3 and Clause 4 Article 60 of this Law, or profit is distributed against Article 61 of this Law, the members must return such amount or other assets to the company, or share the responsibility for the debts and other financial obligations of the company until such amount or other assets are returned in full.
SECTION 2. SINGLE-MEMBER LIMITED LIABILITY COMPANY
Article 63. Single-member limited liability company
1. A single-member limited liability company is a company owned by an organization or an individual (hereinafter referred to as owner); the owner is responsible for the debts and other financial obligations of the company within the charter capital of the company.
2. A single-member limited liability company has a legal status from the date of issue of the Certificate of Business Registration.
3. Single-member limited liability companies must not issue shares.
1. The owner that is an organization is entitled to:
a) Decide the contents of the company’s charter; amend the company’s charter;
b) Decide the development strategy and annual business plan of the company;
c) Decide the organizational structure; designate and dismiss managerial positions;
d) Decide the projects of investment that are worth 50% of the total asset value or more according to the latest financial statement; this rate may be smaller according to the company’s charter;
dd) Decide the solutions for market development, marketing, and technologies;
e) Ratify the contracts to grant loans, take loans, and other types of contracts that are worth 50% of the total asset value or more according to the latest financial statement; this rate may be smaller according to the company’s charter;
g) Decide the liquidation of the assets that are worth 50% of the total asset value or more according to the latest financial statement; this rate may be smaller according to the company’s charter;
h) Decide the increase of charter capital; transfer of the company’s charter capital to another entity, whether in part or in full;
i) Decide the establishment of subsidiaries and investment in other companies;
k) Supervise and assess the company’s performance;
l) Decide the use of profit after tax liabilities and other financial obligations are settled.
m) Decide the restructuring, dissolution, and bankruptcy of the company;
n) Withdraw all assets of the company after the dissolution or bankruptcy process is completed;
o) Exercise other rights mentioned in this Law and the company’s charter.
2. The owner that is an individual is entitled to:
a) Decide the contents of the company’s charter; amend the company’s charter;
b) Decide the investments, business, and administration of the company, unless otherwise prescribed by the company’s charter;
c) Transfer the company’s charter capital to another entity, whether in part or in full;
d) Decide the use of profit after all tax liabilities and other financial obligations are settled.
dd) Decide the restructuring, dissolution, and bankruptcy of the company;
e) Withdraw all assets of the company after the dissolution or bankruptcy process is completed;
g) Exercise other rights mentioned in this Law and the company’s charter.
Article 65. Owner’s obligations
1. Invest capital in full and on schedule as pledged; otherwise, the owner must take responsibility for the debts and other financial obligations of the company.
2. Comply with the company’s charter.
3. Identify and separate the owner’s assets from the company’s assets.
The owner that is an individual must separate his/her personal expenditures and family expenditures from the expenditures that are made in the position of company’s president or Director.
4. Comply with the laws on contracts and relevant laws on purchase, sale, borrowing, lending, and other transactions between the company and the owner.
5. Fulfill other obligations prescribed by law and the company’s charter.
Article 66. Restrictions on the owner’s rights
1. The owner may only withdraw capital by transferring charter capital to another entity in part or in full. When all invested capital is withdrawn in another form, the owner must share the responsibility for the company’s debts and other financial obligations
Where part of the charter capital is transferred to another organization or individual, the company must be converted into a multi-member limited liability company within 15 days from the date of transfer.
2. The owner must not draw profit when the company fails to settle the due debts and other financial obligations.
1. The owner shall designate one or some authorized representatives to perform owner’s rights and obligations hold in accordance with the Law and relevant laws. The term of office of such representatives must not exceed 05 years. The authorized representative must meet the standards and requirements prescribed in Clause 2 Article 48 of this Law.
2. The owner is entitled to replace the authorized representative any time.
3. If two or more persons are designated as authorized representatives, the organizational structure of the company consists of a the Board of members, the Director, and the Controllers; in this case, the Board of members consists of all of the authorized representatives.
4. If only one person is designated as authorized representative, he/she is the company’s president. In this case, the organizational structure of the company consists of a the president, the Director, and the Controllers.
5. The Chairperson of the Board of members, the company’s president, or the Director is the legal representatives of the company according to the company’s charter. The legal representatives must have a permanent residences in Vietnam; if a representative is not present in Vietnam for more than 30 days, he/she must delegate another person in writing to exercise the rights and fulfill the obligations of the legal representative in accordance with the company’s charter.
6. The functions, rights, and duties of the Board of members, the company’s president, the Director, and the Controller are specified in Article 68, 69, 70, and 71 of this Law.
1. The Board of members shall perform the rights and obligations of the owner in the name of the owner; perform the rights and obligations of the company in the name of the company; take responsibility before law and the owner for the performance of the rights and obligations prescribed in this Law and relevant laws.
2. The rights, obligations, duties, and working conditions of the Board of members are prescribed in the company’s charter and relevant laws.
3. The owner shall designate the Chairperson of the Board of members. The term of office, rights, and duties of the Chairperson of the Board of members are specified in Article 49 and relevant Articles of this Law.
4. Meetings of the Board of members shall be convened in accordance with Article 50 of this Law.
5. A meeting of the Board of members shall be opened when it is attended by at least two thirds of the members. Each member has a vote with the same validity, Unless otherwise prescribed by the company’s charter. The Board of members may ratify decisions by seeking opinions in writing.
6. A decision of the Board of members is considered ratified when it is approved of by more than a half of the members that attend the meeting. The amendments to the company’s charter, restructuring of the company, transfer the company’s charter capital in part or in full must be approved of by three forth of the members that attend the meeting.
The decision of the Board of members comes into force from its ratification date, unless the company’s charter requires that it be approved of by the owner.
7. Every meeting of the Board of members must be recorded in writing. The minutes of meetings of the Board of members shall be made in accordance with Article 53 of this Law.
Article 69. Company’s president
1. The company's President shall perform the rights and obligations of the owner in the name of the owner; perform the rights and obligations of the company in the name of the company; take responsibility before law and the owner for the performance of the rights and obligations prescribed in this Law and relevant laws.
2. The rights, obligations, tasks, and working conditions of the company's president are prescribed in the company’s charter and relevant laws.
3. The decision of the company's president on performance of rights and obligations of the company's president comes into force from the day on which it is approved by the owner, unless otherwise prescribed by the company’s charter.
1. The Board of members or the company's president shall designate or hire a Director to administer the company’s everyday business. The term of office of a Director does not exceed 05 years. The Director is responsible to the Board of members or the company's president for the performance of his/her rights and duties.
2. The Director is entitled to:
a) Organize the implementation of decisions of the Board of members or the company's president;
b) Decide the issues related to everyday operation of the company;
c) Implement business plans and investment plans of the company;
d) Impose rules and regulations of the company;
dd) Designate and dismiss managerial positions in the company, except for those subject to approval by the Board of members or the company's president;
e) Sign contracts in the name of the company, except for those within the competence of the Board of members or the company's president;
g) Propose the company’s organizational structure;
h) Submit annual financial statement to the Board of members or the company's president;
i) Propose plans for using profits or settle loss during the business;
k) Employ workers;
l) Exercise other rights prescribed in the company’s charter and the labor contract signed with the Chairperson of the Board of members or the company's president.
3. The Director must:
a) Be capable of civil acts and not be banned from business administration according to this Law;
b) Not be related to the members, the company's president, or the person entitled to designate authorized representatives or the company's president;
c) Be proficient and experienced in business administration or the primary line of business of the company, or meet other standards prescribed in the company’s charter.
1. The owner shall designate 1 - 3 Controllers. The term of office of a Controller does not exceed 03 years. The controllers are responsible for to the law and the owner for the performance of their rights and duties.
2. Duties of controllers:
a) Inspect the legitimacy, honesty, and prudence of the Board of members, the company's president, and the Director in administration of the company’s business;
b) Verifying the financial statements, business reports, reports on assessment of administration, and other reports before submitting them to the owner or a regulatory body; submit verification reports to the owner;
c) Propose changes to the organizational structure and business administration to the owner;
d) Perform other duties mentioned in the company’s charter or at the request of the owner.
3. Controllers are entitled to examine any document of the company, whether at the headquarter, branches, or representative offices of the company. Members, the company's president, the Director, and other mangers must provide adequate and timely information about the business administration of the company at the request of the Controllers.
4. Every controller must:
a) Be capable of civil acts and not be banned from business administration according to this Law;
b) Not be related to the members, the company's president, the Director, or the person entitled to designate Controllers;
c) Be proficient and experienced in accounting, audit, or the primary line of business of the company, or meet other standards prescribed in the company’s charter.
Article 72. Duties of the Board of members, the company's president, Director, and Controllers
1. The members, the company's president, the Director, and the Controllers are obliged to:
a) Comply with the law, the company’s charter, decisions of the owner when performing the given rights and duties;
b) Perform the given duties and rights in an honest and prudent way to ensure the lawful interests of the company and the owner;
c) Defend the interests of the company and the owner. Not take advantage of the company’s information, secrets, and business opportunities; not misuse the position and company’s assets for selfish purposes or to serve the interests of other entities;
d) Provide the company with timely, adequate, and accurate information about the companies and related persons thereof that hold the company’s controlling capital or shares. Such information must be posted at the headquarter and branches of the company;
dd) Fulfill other obligations prescribed by this Law and the company’s charter.
2. The Director is not given a rise when the company fails to settle due debts.
Article 73. Wages, other benefits of managers and Controllers
1. Managers and Controllers shall be given wages and other benefits according to the business outcomes.
2. The owner shall decide the wages and other benefits of the members, the company's president, and Controllers. Wages and benefits of managers and Controllers are aggregated with the operating cost according to the laws on corporate income tax, relevant laws, and must be separated in the annual financial statement.
1. The single-member limited liability company whose owner is an individual has a the company's president and a Director. The owner is also the company's president. The company's president or the Director is the legal representative of the company according to the company’s charter.
2. The company's president may also hold the position of the Director or may hire a Director.
3. The rights, obligations and duties of the Director are specified in the company’s charter and the labor contract between the Director and the company's president.
Article 75. Contracts and transactions between the company and related persons
1. The contracts and transactions between the single-member limited liability company whose owner is an organization and the following persons must be considered by the Board of members under the majority rule, the company's president, the Director, or Controllers (each person has one vote):
a) The owner and related persons thereof;
b) The authorized representative, the Director, or Controllers;
c) The people related to the persons mentioned in Point b of this Clause;
d) The manager of the owner; the person entitled to designate such person;
dd) The people related to the persons mentioned in Point d of this Clause;
The company’s legal representative must send the draft contracts and notifications of the intended transactions to the members of the Board of members or the company's president, the Director, and the Controllers. Such draft contracts and notifications must be posted at the headquarter and branches of the company.
2. The contracts and transactions mentioned in Clause 1 of this Article are only approved when the requirements below are satisfied:
a) The parties to the contract or transaction are independent legal entities that have independent rights, obligations, assets, and interests;
b) The prices in the contract or transaction are market prices when the contract is concluded or when the transaction is made;
c) The company’s owner has fulfilled the obligations in Clause 4 of Article 65 of this Law.
3. The contract/transaction shall be invalidated and dealt with if it is not concluded properly according to Clause 1 of this Article. The company’s legal representative and relevant parties to the contract must pay damages and return the profits generated from such contract/transaction.
4. Contracts and transactions between a single-member limited liability company whose owner is an individual with the owner or a related person thereof must be recorded in writing.
Article 76. Increase and decrease of charter capital
1. Single-member limited liability companies must not decrease its charter capital.
2. A single-member limited liability company may increase charter capital by the owner’s making additional investment or raising capital from other people.
The owner shall decide the method and level of charter capital increase. If charter capital is increased by raising capital form other people, the company must apply for conversion into a multi-member limited liability company within 15 days from the day on which a new member pledges to invest capital in the company.
Article 77. Joint-stock company
1. A joint-stock company is a company where:
a) Charter capital is divided into equal units, each unit is called a share;
b) Shareholders may be organizations and individuals; the minimum number of shareholders is 03, the maximum number of shareholders is not limited;
c) Shareholders are only responsible for the debts and other financial obligations of the company within the amount of capital they invested in the company;
d) Shareholders are free to transfer their shares to other persons, except for the cases in Clause 3 Article 81 and Clause 5 Article 84 of this Law.
2. A joint-stock company has a legal status from the day on which the Certificate of Business Registration is issued.
3. Every joint-stock company is entitled to issue various types of shares to raise capital.
1. Every joint-stock company must issue common shares. Holders of ordinary shares are ordinary shareholders.
2. A joint-stock company may have preferred shares. Holders of preference shares are called preference shareholders.
Preference shares include:
a) Voting preference shares;
b) Shares with preferred dividends;
c) Redeemable preferred shares
d) Other preference shares mentioned in the company’s charter.
3. Only the organizations authorized by the government and founding shareholders may hold voting preference shares. Voting preference shares held by founding shareholders are only valid for 03 years from the day on which the Certificate of Business Registration is issued. After the expiration, voting preference shares held by founding shareholders shall be converted into ordinary shares.
4. The persons entitled to buy shares with preferred dividends, redeemable preference shares, and other preference shares shall be prescribed in the company’s charter or decided by the General Meeting of Shareholders.
5. Each share of the same type offers its holders equal rights, obligations and interests.
6. Ordinary shares shall not be convertible into preference shares. Preference shares may be converted into ordinary shares under decisions of the General Meeting of Shareholders
Article 79. Rights of ordinary shareholders
1. Ordinary shareholders are entitled to:
a) Participate and raise opinions during the General Meetings of Shareholders; cast votes directly or via authorized representative; each ordinary share carries a vote;
b) Receive dividends at the rates decided by the General Meeting of Shareholders;
c) Be given priority when buying offered shares in proportion to their holding of ordinary shares.
d) Freely transfer their shares to other shareholders and the persons other than shareholders, except for the cases in Clause 5 Article 84 of this Law;
dd) Loop up and extract information from the List of voting shareholders; request adjustment to incorrect information;
e) Look up, extract, and photocopy the company’s charter, minutes of the General Meeting of Shareholders, and resolutions of the General Meeting of Shareholders;
g) Receive part of the remaining assets in proportion to their holding when the company is dissolved or goes bankrupt;
h) Exercise other rights mentioned in this Law and the company’s charter.
2. Any shareholder or group of shareholders that holds more than 10% of ordinary shares (or a smaller rate prescribed in the company’s charter) for at least 06 consecutive months are entitled to:
a) Nominate candidates to the Executive Board and the Control Board (if any);
b) Examine and extract the records and resolutions of the Executive Board, biannual and annual financial statements, and reports of the Control Board;
c) Request a General Meeting of Shareholders in the case in Clause 3 of this Article;
d) Request the Control Board to examine the issues related to the company’s administration where necessary. The request must be made in writing, specify the shareholder’s full name, permanent residence, nationality, ID numbers if the shareholder that is a individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration if the shareholder is an organization; the shareholder’s holding and date of registration of share, the total holding of the group of shareholders and its proportion to the total share of the company; the issues that need examining.
dd) Exercise other rights mentioned in this Law and the company’s charter.
3. The shareholder or group of shareholders mentioned in Clause 2 of this Article is entitled to request a General Meeting of Shareholders in the following cases:
a) The Executive Board seriously infringes the shareholders’ rights, obligations of managers, or makes some decision beyond its competence;
b) The term of office of the Executive Board has exceeded 06 months without a new one being voted;
c) Other cases prescribed in the company’s charter.
The request the General Meeting of Shareholders must be made in writing, specify the shareholder’s full name, permanent residence, nationality, ID numbers if the shareholder that is a individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration if the shareholder is an organization; the shareholder’s holding and date of registration of share, the total holding of the group of shareholders and its proportion to the total share of the company; the reasons for convening the General Meeting of Shareholders. The request must be enclosed with documents and evidence for the infringements of the Executive Board, the seriousness of the decisions made ultra vires.
4. If the company’s charter does not prescribe otherwise, candidates shall be nominated to the Executive Board and the Control Board as follows:
a) Ordinary shareholders that voluntarily form a group that meet the requirements for nominating candidates to the Executive Board and the Control Board must notify the grouping to the shareholders that attend the meeting right before the opening of the General Meeting of Shareholders at the latest;
b) Pursuant to the number of Executive Board members and the Control Board, the shareholder or group of shareholders mentioned in Clause 2 of this Article may nominate one or some candidates to the Executive Board and the Control Board under the decision of the General Meeting of Shareholders. If the number of candidates nominated by the shareholder or group of shareholders is smaller than the number they may nominate, the remaining candidates shall be nominated by the Executive Board, the Control Board, and other shareholders.
Article 80. Rights of ordinary shareholders
1. Pay for the shares they promised to buy within 90 days from the date of issue of the Certificate of Business Registration, take responsibility for the debts and other financial obligations of the company within their investments.
Do not withdraw invested capital in the form of ordinary shares in any shape or form, unless their shares are bought by the company or other people. When a shareholder withdraws part or all share capital against this Clause, Executive Board members and company’s legal representative are jointly responsible for the debts and other financial obligations of the company within the withdrawn capital.
2. Comply with the company’s charter, rules and regulations.
3. Comply with decisions of the General Meeting of Shareholders and the Executive Board.
4. Fulfill other obligations prescribed by law and the company’s charter.
5. Ordinary shareholders are personally responsible for the following acts in the name of the company:
a) Violating the law;
b) Doing business or making transactions meant for self-seeking purposes or benefits of other entities;
c) Repaying debts before they are due while the company is facing financial risks.
Article 81. Voting preference shares and rights of holders thereof
1. Voting preference shares are the shares that carry more votes than ordinary shares do. The specific number of votes carried by a voting preference share is prescribed in the company’s charter.
2. Holders of voting preference shares are entitled to:
a) Vote for the issues within the competence of the General Meeting of Shareholders with the number of votes mentioned in Clause 1 of this Article.
b) Exercise other ordinary shareholders’ rights, except for the case in Clause 3 of this Article.
3. Holders of voting preference shares must not transfer them for other people.
Article 82. Shares with preferred dividends and rights of holders thereof
1. Shares with preferred dividends are the shares that provide their holders with higher dividends that that provided by ordinary shares or annual rates. Annual dividends include fixed dividends and bonus dividends. Fix dividends are paid regardless of the performance of the company. Fixed dividends and the method for calculating bonus dividends are written on the share certificates with preferred dividends.
2. Holders of shares with preferred dividends are entitled to:
a) Receive the dividends at the rate prescribed in Clause 1 of this Article;
b) Receive the remaining assets in proportion to their holding when the company is dissolved or goes bankrupt after the company has paid all its debts and redeemable preference shares;
c) Exercise other ordinary shareholders’ rights, except for the case in Clause 3 of this Article.
3. Holders of shares with preferred dividends must not vote, attend the General Meeting of Shareholders, and nominate candidates to the Executive Board and the Control Board.
Article 83. Redeemable preference shares and rights of holders thereof
1. A redeemable preference share is a share that requires the company to return the capital anytime at the request of its holder, or under the conditions written on the share.
2. Holders of redeemable preference shares have all of the ordinary shareholders’ rights, except for the case in Clause 3 of this Article.
3. Holders of redeemable preference shares must not vote, attend the General Meeting of Shareholders, and nominate candidates to the Executive Board and the Control Board.
Article 84. Ordinary shares held by founding shareholders
1. The founding shareholders must register the purchase of 20% of authorized ordinary shares or more and pay for them within 90 days from the date of issue of the Certificate of Business Registration.
2. Within 90 days from the date of issue of the Certificate of Business Registration, the company must send a notification of the investment of share capital to the business registration authority. The notification must specify:
a) Name, address of the headquarter, number and issue of Certificate of Business Registration, the business registration authority;
b) Total quantity of authorized ordinary shares, quantity of share purchase registered by founding shareholders;
c) Full name, permanent residence, nationality, ID numbers of every founding shareholder that is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration of every founding shareholder that is an organization; registered quantity of share purchase, quantity and value of shares that have been paid, types of assets contributed by each founding shareholders.
d) Quantity and value of shares paid by founding shareholders;
dd) Full name and signature of the company’s legal representative.
The legal representative of the company is personally responsible for the damage incurred by the company and other people due to late, incorrect, or insufficient notification.
3. In case a founding shareholder fails to pay for the registered purchase of shares:
a) The other founding shareholders shall buy the remaining shares in proportion to their holdings in the company;
b) One or some founding shareholders shall buy all of the remaining shares;
c) The remaining shares shall be sold to the people other than founding shareholders; such people are not unexpectedly founding shareholders of the company. In this case the founding shareholder that fails to buy his/her shares is obviously no longer a shareholder of the company.
If the number shares bought by founding shareholders is not sufficient, such founding shareholders are jointly responsible for the debts and other financial obligations of the company within the value of such remaining shares.
4. If the founding shareholders fail to buy all of the authorized shares, the remaining shares must be sold out within 03 years from the date of issue of Certificate of Business Registration.
5. Within 03 years from the date of issue of Certificate of Business Registration, founding shareholders are free to transfer their ordinary shares to other founding shareholders. The transfer of ordinary shares to people other than founding shareholders is subject to approval by the General Meeting of Shareholders. In this case, the shareholders that intend to transfer their shares must not vote for the transfer of such shares, and the transferees obviously become founding shareholders of the company.
After 03 years from the date of issue of Certificate of Business Registration, the restrictions on ordinary shares held by founding shareholders are all lifted.
Article 85. Share certificates
1. Share certificates are the certificates issued by a joint-stock company, or the entries that certify ownership of one or a number of shares of such company. A share may be a registered share or a bearer share. A share certificate must contain the following information:
a) The name and address of the company’s headquarter;
b) The number and date of issue of the Certificate of Business Registration;
c) The quantity and type of share;
d) The face value of the value and the total value of the shares written on the share certificate;
c) Full name, permanent residence, nationality, ID numbers of every shareholder that is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration of every shareholder that is an organization (applied to certificates of registered shares).
e) Summary of the procedure for share transfer;
g) Model signature of the company’s legal representative and the company’s seal;
h) The registration number in the shareholder register, issuance date of the share certificate;
i) Other information mentioned in Article 81, Article 82, and Article 83 of this Law (applied to preference shares).
2. If the contents and format of a share certificate issued by the company is found erroneous, the rights and interests of its holder are still not affected. The Chairperson of the Executive Board and the Director of the company are jointly responsible for the damage to the company caused by such error.
3. When a share certificate is lost, damaged, burnt, or destroyed one way or another, its holder shall be issued with another one by the company at the shareholder’s request.
The shareholder’s request must contain:
a) A declaration that the share certificate is actually lost, damaged, burnt, or destroyed. If the share certificate is lost, the shareholder must declare that he/she has tried his/her best to find it, and will return it to the company if it is ever found;
b) The shareholder’s commitment to take responsibility for the dispute over the issuance of the new share.
If the face value of the share certificate is over 10 million VND, before requesting the issuance of a new share, the company’s legal representative may request its holder to post a notice of the lost, burnt, or destroyed share, and request the company to reissue the share after 15 days from the day on which the notice is posted.
Article 86. Shareholder register
1. Every joint-stock company must make and keep a shareholder register from the day on which the issue of Certificate of Business Registration is issued. The shareholder register may be a paper register, a digital register, or both.
2. A shareholder register must contain the following information:
a) The name and address of the company’s headquarter;
b) The total quantity of authorized shares, the types of authorized shares, and quantity of each type;
c) The total quantity of each type of shares that is sold and value of paid-in share capital;
d) Full names, permanent residences, nationalities, ID numbers of the shareholders that are individuals; names, permanent addresses, nationalities, number of the Decisions on Establishment or Certificates of Business Registration of the shareholders that are organizations.
dd) The quantity of each type of shares, dates of shares registration.
3. The shareholder register is kept at the company’s headquarter or Vietnam Securities Depository. Shareholders are entitled to examine, extract, and copy information in the shareholder register during the working hours of the company or Vietnam Securities Depository.
4. Within 90 days from the date of issue of the Certificate of Business Registration, the company must send a notification of the investment of share capital to the business registration authority.
Article 87. Offering and transfer of shares
1. The Executive Board shall decide the selling time, selling method, and prices of authorized shares. The prices must not fall below the market prices at that time or the latest values in the records, except for:
a) The shares sold to the people other than founding shareholders for the first time;
b) The shares sold to every shareholder according to their holdings in the company;
c) The shares sold to brokers or guarantors. In this case, the discount must be approved by a number of shareholders that represent at least 75% of voting shares;
d) Other cases and discounts therein shall be prescribed in the company’s charter.
2. When a company issue additional ordinary shares and offer them to every ordinary shareholders according to their holdings in the company, the following regulations must be complied with:
a) The company must send written notifications to the shareholders (their permanent residences). The notification must be posted on 03 consecutive newspaper issues from the date of notification;
b) The notification must specify the full name, permanent residence, nationality, ID numbers of every shareholder that is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration of every shareholder that is an organization; their holdings in the company; the intended number of additional shares and the number of shares they may buy; the prices and deadline for registration; the full name and signature of company’s legal representative. The deadline must be reasonable enough to enable shareholders to register for share purchase. The notification must be enclosed with a registration form provided by the company;
c) Shareholders are entitled to transfer their call option to other people;
d) Any shareholder that fails to submit the registration form by the deadline is considered to waive his/her call option If the additional shares are not completely bought by the shareholders and the people receive the call options, the remaining shares shall be managed by the Executive Board. The Executive Board may distribute such shares among the shareholders of the company or other people in an appropriate way, unless otherwise agreed by the General Meeting of Shareholders or the shares are sold via securities trading centers.
3. A share is considered sold when it is paid off and information about the buyer according to Clause 2 Article 86 of this are is sufficiently written in the shareholder register. From then on, the buyer becomes a shareholder of the company.
4. After the share is sold, the company must issue and give the share certificate to the buyer. A share may be sold without a share certificate. In this case, shareholder's information mentioned in Clause 2 Article 86 of this Law shall be written in shareholder register to as evidence for that shareholder’s holding in the company.
5. Shares may be transferred freely, except for the cases in Clause 3 Article 81 and Clause 5 Article 84 of this Law. The transfer must be made in writing in common ways or by giving the share certificate. The transfer documents must be signed by the transferor and the transferee (or their authorized representatives). The transferor is still the holder of the share until the transferee’s name is written on the shareholder register.
If only part of the shares in the certificate of registered shares is transferred, the old certificate shall be replaced with a new one indicating the transferred shares and the remaining shares.
6. The conditions, methods, and procedure for public offering of shares must comply with securities laws.
The government shall provide instruction on offering separate shares.
1. Every joint-stock company is entitled to issue bonds, convertible bonds, and other types of bonds according to law and the company’s charter.
2. Bonds must not be issued in the following cases, unless otherwise prescribed by securities law;
a) Principal and interest of issued bonds are not paid of, or due debts are not repaid in full over the last 03 consecutive years.
b) The rate of post-tax profit of the previous 03 years is not higher than the intended interest rate of the bonds.
The issuance of bonds to creditors that are financial institutions are not restricted by the regulations in Point a and Point b of this Clause.
3. The Executive Board is entitled to decide the type of bonds, their total value, and the issuance time, and is obliged to submit a report to the nearest the General Meeting of Shareholders, unless otherwise prescribed by the company’s charter. The report must be enclosed with documents explaining the decision on bond issuance of the Executive Board.
Article 89. Buy shares and bonds
Shares and bonds of joint-stock company may be bought with Vietnamese currency, convertible foreign currencies, gold, land, intellectual property rights, technologies, technical know-how, and other assets prescribed in the company’s charter, and must be paid in a lump sum.
Article 90. Repurchase of shares at shareholders’ request
1. The shareholders that vote against the decisions on restructuring of the company or adjustments to shareholders’ rights and obligations may request the company to repurchase their shares. Every request must be made in writing, specifying the shareholder’s name, address, quantity of each type of shares, intended prices, and reasons for such request. The request must be sent to the company within 10 working days from the day on which the General Meeting of Shareholders ratifies the aforementioned decisions.
2. Within 90 days from the receipt of the request, the company must repurchase the shares at market prices or under the rules in the company’s charter. If an agreement on the prices cannot be reached, the said shareholders may sell their shares to other people or request a professional valuation organization to impose the prices. The company must offer at least 03 professional valuation organizations for selection; the decision of the shareholders is final.
Article 91. Repurchase of shares at the company’s request
The company is entitled to repurchase up to 30% of the total number of ordinary shares that are sold, part or all of shares with preferred dividends that are sold as follows:
1. The Executive Board may decide a repurchase of up to 10% of total number of each type of shares offer in every 12 months. In other cases, the repurchase of shares shall be decided by the General Meeting of Shareholders;
2. The Executive Board shall decide the purchase prices. The purchase price of ordinary shares must not exceed the market price at that time, except for the case in Clause 3 of this Article. The purchase prices of other types of shares must not fall below the market price, unless otherwise prescribed by the company’s charter or otherwise agreed by the company and relevant shareholders.
3. The company may repurchase the shares of each shareholder in proportion with their holding in the company. In this case, a notification of the decision on repurchase of shares must be sent to every shareholder by registered mail within 30 days from the day on which the decision is ratified. The notification must specify the name, address of the company’s headquarter, the total quantity of shares, the quantity of shares being repurchased, repurchase prices or the rules for price imposition, procedure and deadline for payment, procedure and deadline for shareholders to offering their shares to the company.
The shareholders that wish to sell their shares must send their offerings by registered mail within 30 days from the date of notification. The offering must specify the full name, permanent residence, nationality, ID number if the shareholder is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration if the shareholder is an organization; their holding in the company; the quantity of shares offered; method of payment; signature of the shareholder or legal representative thereof. The company shall only repurchase the shares that are offered by the said deadline.
Article 92. Conditions for paying and settling repurchased shares
1. The company may only pay shareholders for the repurchased shares according to Article 90 and Article 91 of this Law if the company is still able to repay all debts and settle all financial obligations after making the payment.
2. Repurchased shares defined in Article 90 and Article 91 of this Law are considered repurchased authorized shares.
3. The share certificates indicating the repurchased shares must be destroyed when the shares are paid off. The Chairperson of the Executive Board and the Director of the company are jointly responsible for the damage to the company caused by failure to destroy the share certificates or late destruction of the share certificates.
4. After paying off the repurchased shares, if the total book asset value is reduced by more than 10%, the company must notify all of its creditors within 15 days from the day on which the repurchased are paid off.
Article 93. Payment of dividends
1. Dividends on preference shares shall be paid in accordance with the regulations on preference shares.
2. Dividends on ordinary shares shall be paid according to the net profit earned and the dividend fund extract from the company’s retained profit. The company may only pay dividends to shareholders after tax liabilities and other financial obligation are settled, funds are maintained, and loss has been offset in accordance with law and the company’s charter; after paying dividends, the company must be able to settle all of its debts and financial obligations that are due.
Dividends may be paid in cash, shares, or other assets according to the company’s charter. If dividends are paid in cash, the payment must be Vietnamese currency, possibly in the form of checks or payment orders sent by post to shareholders’ addresses.
Dividends may be paid by wiring after the company has sufficient information about its shareholders’ banks. When dividends are wired in accordance with the banking information provided by its shareholders, the company is not responsible for any damage caused by such wiring.
3. The Executive Board must make a list of shareholders that receive dividends, determine the dividend on each share, the payment deadline and method of payment at least 30 days before dividends are paid. The notification of dividend payment must be sent by registered mail to shareholders’ addresses at least 15 days before the payment is made. The notification must specify the full name, permanent residence, nationality, ID numbers of if the shareholder is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration if the shareholder is an organization; their holdings in the company; the dividend on a share and the total dividend payable to the shareholder, time and method of payment; full names and signatures of the Chairperson of the Executive Board and the company’s legal representative.
4. In case a shareholder transfer his/her shares after the list of shareholders is made and before dividends are paid, the transferor shall receive the dividend.
Article 94. Return of payment for repurchased shares or dividends
If shares are paid against the regulations in Clause 1 Article 92 of this Law, or dividends are paid against the regulations in Article 93 of this Law, the shareholders must return the money or other assets they receive to the company. In case a shareholder fails to return them, that shareholder and all the members of the Executive Board are jointly responsible for the company’s debts and other financial obligations within the value of money or assets that are not returned by the shareholder.
Article 95. Organizational structure of a joint-stock company
A joint-stock company has a the General Meeting of Shareholders, the Executive Board, and a Director. Any joint-stock company that has more than 11 shareholders that are individuals or hold more than 50% of the total shares must establish a the Control Board.
The Chairperson of the Executive Board or the Director is the legal representative of the company according to the company’s charter. The company’s legal representative must have a permanent residence in Vietnam; if the representative is not present in Vietnam for more than 30 days, he/she must delegate another person in writing to exercise the rights and fulfill the obligations of the legal representative in accordance with the company’s charter.
Article 96. General Meeting of Shareholders
1. The General Meeting of Shareholders consists of all shareholders that are entitled to vote, and is the ultimate body of the company.
2. Rights and obligations of the General Meeting of Shareholders:
a) Ratify the company’s development orientation;
b) Decide the types and quantity of authorized shares; decide the annual dividend on each type of shares, unless otherwise prescribed by the company’s charter;
c) Elect and dismiss Executive Board members and Control Board members;
d) Decide the investments or liquidations of the assets that are worth 50% of the total asset value or more according to the latest financial statement, unless a smaller rate is prescribed in the company’s charter;
dd) Decide amendments to the company’s charter, unless adjustment to charter capital by selling new share within the limit on authorized shares prescribed in the company’s charter;
e) Ratify annual financial statements;
g) Decide the repurchases of more than 10% of each type of shares that are sold;
h) Consider imposing penalties for infringements committed by the Executive Board and the Control Board that cause damage to the company and its shareholders;
i) Decide the restructuring and dissolution of the company;
k) Exercise other rights and discharge other obligations mentioned in this Law and the company’s charter.
3. Any shareholder that is an organization may appoint one or some authorized representative to exercise their shareholder’s rights in accordance with law; if more than one person is appointed as representatives, the shares and votes held by each of them must be determined. The appointment or replacement of authorized representatives must be made in writing and notified to the company as soon as possible. The notification must specify:
a) Name, residence, nationality, number and date of issue of the Decision on Establishment or Certificate of Business Registration of the shareholder;
b) The quantity of each type of shares and dates of shareholder registration;
c) Full name, permanent residence, nationality, ID/passport number of the authorized representative.
d) The quantity of shares they represent;
dd) The duration of representation;
e) Full names, signatures of legal representatives and authorized representatives of the shareholders.
The company must send a notification of the authorized representatives to the business registration authority within 05 working days from the day on which the notification is received.
Article 97. The power to convene the General Meeting of Shareholders
1. The General Meeting of Shareholders shall be held at least once a year. The General Meeting of Shareholders must be held in Vietnam.
2. The General Meeting of Shareholders must be held within 04 months from the end of the fiscal year. This deadline may be extended at the request of the Executive Board, but must not exceed 05 months from the end of the fiscal year.
The issues below shall be discussed and ratified during annual General Meetings of Shareholders:
a) Annual financial statements;
b) Reports of the Executive Board on assessment of the company’s business administration;
c) Reports of the Control Board on the performance of the Executive Board and the Director;
d) The dividend on each type of shares;
dd) Other issues within their competence.
3. The Executive Board must convene an irregular the General Meeting of Shareholders in the following cases:
a) The Executive Board considers it necessary for the company’s interests;
b) The number of members of the Executive Board is smaller than the permissible number;
c) The General Meeting of Shareholders is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 79 of this Law;
d) At the request of the Control Board;
dd) Other cases prescribed by law and in the company’s charter.
4. In case no other deadline is imposed by the company’s charter, the Executive Board must convene the General Meeting of Shareholders within 30 days from the day on which the number of members of the Executive Board falls below the permissible number as prescribed in Point b or from the day on which the request mentioned in Point c or Point d Clause 3 of this Article is received.
If the Executive Board fails to convene a the General Meeting of Shareholders, the Chairperson of the Executive Board shall be responsible and must pay compensation for any damage to the company.
5. If the Executive Board fails to convene a the General Meeting of Shareholders as prescribed in Clause 4 of this Article, the Control Board shall convene the General Meeting of Shareholders within the next 30 days.
If the Control Board fails to convene a the General Meeting of Shareholders, the Chief of the Control Board shall be responsible and must pay compensation for any damage to the company.
6. If the Control Board fails to convene the General Meeting of Shareholders as prescribed in Clause 5 of this Article, the shareholder or the group of shareholders mentioned in Clause 2 Article 79 of this Law is entitled to convene a General Meeting of Shareholders.
In this case, the shareholder or group of shareholders that convenes the General Meeting of Shareholders may request the business registration authority to supervise the meeting if necessary.
7. The convener must make a list of shareholders entitled to attend the General Meeting of Shareholders (hereinafter referred to as eligible participants), provide information and settle complaints related to the list of shareholders, draw up an agenda, prepare documents, determine the time and place of the meeting, and send invitations to the eligible participants in accordance with this Law.
8. The cost of the General Meeting of Shareholders in the cases mentioned in Clauses 4, 5, and 6 of this Article shall be reimbursed by the company.
Article 98. List of eligible participants in the General Meeting of Shareholders
1. A list of eligible participants in the General Meeting of Shareholders shall be made according to the shareholder register. The list of eligible participants must be made when a decision on convening the meeting is made, and completed at least 30 days before the opening date of the General Meeting of Shareholders, unless a tighter deadline is imposed in the company’s charter.
2. The list of eligible participants must specify the full name, permanent residence, nationality, ID numbers of every shareholder that is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration of every shareholder that is an organization; quantity of each type of shares, number and date or shareholder registration.
3. Every shareholder is entitled to examine, search, extract and copy the list of eligible participants; request rectification of incorrect information or addition of necessary information about himself/herself in the list.
Article 99. Agenda and contents of the General Meeting of Shareholders
1. The convener must make a list of shareholders entitled to attend the meeting and vote; draw up the agenda, prepare documents, and draft resolutions for the issues on the agenda; decide the time, location of the meeting, and send invitations to the eligible participants.
2. The shareholder or group of shareholders mentioned in Clause 2 Article 79 of this Law is entitled to put forward proposals of new issues for the agenda. The proposal must be made in writing and sent to the company at least 03 days before the opening date, unless otherwise prescribed by the company’s charter. The proposal must specify the full names of shareholders, quantity of each type of shares they hold, date of shareholder registration, and the proposed issues.
3. The convener of the General Meeting of Shareholders may only reject the proposal defined in Clause 2 of this Article in one of the following cases:
a) The contents of the proposal is not adequate or the proposal not sent by the deadline;
b) The proposed issue is beyond the competence of the General Meeting of Shareholders;
c) Other cases prescribed in the company’s charter.
4. The convener must accept and include the proposals mentioned in Clause 2 of this Article in the intended agenda, except for the case in Clause 3 of this Article; such proposals shall be officially included on the agenda if it is accepted by the General Meeting of Shareholders.
Article 100. Invitation to the General Meeting of Shareholders
1. The convener must send an invitation to every eligible participant at least 07 working days before the opening date, unless another deadline is prescribed in the company’s charter. The invitations must be sent to the shareholders by registered mail (their permanent residences).
Every invitation must bear the name, address of the head office, number and date of issue of Certificate of Business Registration, the business registration authority, name, permanent resident of the shareholder or an authorized representative thereof, the time and location of the meeting.
2. Every invitation must be enclosed with a representative appointment form, the agenda, vote, and documents serving the ratification of decisions and resolutions.
If the company has a website, the invitation and documents enclosed therewith must be posted on such website besides being sent to shareholders.
Article 101. Right of shareholders to attend the General Meeting of Shareholders
1. The shareholders that are individuals and authorized representatives of the shareholders that are organizations shall attend or authorize other persons (in writing) to attend the General Meeting of Shareholders. Any shareholder that is an organization but does not have an authorized representative as prescribed in Clause 3 Article 96 of this Law may authorize another person to attend the General Meeting of Shareholders.
2. The authorization of a representative to attend the meeting must be made in writing using the form provided by the company and bear the signature(s) of:
a) The shareholder and the person authorized to attend the meeting (hereinafter referred to as authorized participants) if the authorizing shareholder is an individual;
b) The authorized representative or legal representative of the shareholder and the authorized participant if the authorizing shareholder is an organization.
c) The shareholder’s legal representative and the authorized participant in other cases.
The authorized participants must submit the letters of authorization before entering the meeting room.
3. Except for the cases in Clause 4 of this Article, the votes cast by authorized participates are still effective in the following cases:
a) The authorizing person is dead, wholly or partially incapable of civil acts;
b) The authorizing person terminates the authorization.
4. Clause 2 of this Article does not apply if the company receives a written notification of any of the cases in Clause 3 of this Article at least 24 hours before the opening of the General Meeting of Shareholders.
5. If shares are transferred during the period from the day on which the list of shareholders is completed to the opening date of the General Meeting of Shareholders, the transferees are entitled to attend the General Meeting of Shareholders.
Article 102. Requirements for opening the General Meeting of Shareholders
1. The General Meeting of Shareholders shall be opened when it is attended by a number of shareholders that represent at least 65% of the total voting shares; the specific rate is prescribed in the company’s charter.
2. If the requirement for holding the meeting prescribed in Clause 1 of this Article is not met, the second meeting shall be held within 30 days from the intended date of the first one. The second General Meeting of Shareholders shall be opened when it is attended by a number of shareholders that represent at least 51% of the total voting shares; the specific rate is prescribed in the company’s charter.
3. If the requirement for holding the second meeting prescribed in Clause 2 of this Article is not met, the third meeting shall be held within 20 days from the intended date of the second meeting. In this case, the General Meeting of Shareholders shall be opened regardless of the number of participants and their voting shares.
4. Only the General Meeting of Shareholders may alter the agenda enclosed with the invitation mentioned in Article 100 of this Law.
Article 103. Meeting and voting formalities
If the company’s charter does not prescribe otherwise, the meeting and voting shall be carried out as follows:
1. Before the opening date, the participants must be registered until all eligible shareholders are registered. Every participant shall be given the votes for the issues that need voting on the agenda;
2. Tasks of the chairperson, secretary, and voting council of the General Meeting of Shareholders:
a) The Chairperson of the Executive Board shall chair the meetings convened by the Executive Board. If the Chairperson of the Executive Board is absent or temporarily unable to work, the other members shall elect one of them to chair the meeting. Otherwise, the member that holds the highest position in the Executive Board may request the General Meeting of Shareholders to elect a chairperson of the meeting among the participants;
b) In other cases, the person that signs the decision to convene the General Meeting of Shareholders shall request the General Meeting of Shareholders to elect a chairperson of the meeting;
c) The chairperson shall appoint a person as the secretary, who is in charge of taking the minutes of the General Meeting of Shareholders;
d) The General Meeting of Shareholders shall elect a voting council that consists of up to 03 persons at the request of the chairperson;
3. The agenda must be ratified by the General Meeting of Shareholders during the opening session. The agenda must specify the time for discussing each issue on the agenda;
4. The chairperson and the secretary are entitled to take necessary measures for conducting the meeting in a reasonable and orderly way in accordance with the ratified agenda, which reflects the expectation of the majority of participants;
5. The General Meeting of Shareholders shall discuss and vote on each and every issue on the agenda. The affirmative votes for the resolution shall be collected first, then the negative votes. The votes shall be counted and the result shall be announced by the chairperson right before the meeting is closed;
6. The shareholders and authorized participants that show up after the meeting is opened may register and cast votes right after registration. The chairperson must not pause the meeting when the latecomers are registering; in this case, the effect of the voted decisions/resolutions is not affected;
7. The convener is entitled to:
a) Request every participant to undergo security checks or other security measures;
b) Request competent authorities to maintain the security of the meeting, expel the people that disobey the chairperson’s directions, disrupts the meeting, obstruct the meeting process, or neglect security requirements
8. The chairperson is entitled to delay the General Meeting of Shareholders until another time though the number of participants is sufficient or change the meeting location in the following cases:
a) The current meeting location does not have enough seats for all participants;
b) Some participants obstruct or disrupt the meeting in a way that could affect the equality and legitimacy of the meeting.
The meeting may be delayed up to 03 days from the intended opening date;
9. If the chairperson delays or pauses the General Meeting of Shareholders against the regulations in Clause 8 of this Article, the General Meeting of Shareholders shall elect another person among the participants to chair the meeting until its end. In this case, the effect of voted decisions/resolutions is not changed.
Article 104. Ratifying decisions of the General Meeting of Shareholders
1. The General Meeting of Shareholders shall ratify the decisions within its competence by voting at the meeting or seeking written opinions.
2. If the company’s charter does not prescribe otherwise, decisions of the General Meeting of Shareholders on the following issues must be ratified by voting at the General Meeting of Shareholders:
a) Amendments to the company’s charter;
b) The company’s development orientation;
c) Total quantity of authorized shares; quantities of each type of authorized shares;
d) Election and dismissal of Executive Board members and Control Board members;
dd) Investments or liquidations of the assets that are worth 50% of the total asset value or more according to the latest financial statement, unless a smaller rate is prescribed in the company’s charter;
e) Ratifying annual financial statements;
g) Restructuring or dissolution of the company.
3. A decision of the General Meeting of Shareholders is considered ratified at the meeting when the following conditions are satisfied:
a) It receives at least 65% of the votes from the participants; the specific rate shall be prescribed in the company’s charter;
b) It receives at least 75% of the votes cast by the participants (applied to decisions on the types of authorized shares and quantities thereof; amendments to the company’s charter, restructuring/dissolution of the company, investments and liquidations of assets that are worth 50% of the total asset value or more according to the latest financial statement or a smaller rate); the specific rate shall prescribed in the company’s charter;
c) The election of members of the Executive Board and the Control Board must be carried out by cumulative voting, meaning each shareholder has a number of votes proportional to their holdings multiplied by (x) the number of members of the Executive Board or the Control Board. A shareholder may cast all of his/her votes for one or some candidates.
4. The decisions ratified at the General Meeting of Shareholders that is attend by the participants that represent 100% of the voting shares are effective even if the meeting formalities or agenda are not completely adhered to.
5. When written opinions are sought, a decision of the Board of members is considered ratified if it is approved by a number of shareholders that represent at least 75% of the votes; the specific rate shall be prescribed in the company’s charter.
6. Decisions of the General Meeting of Shareholders must be sent to every eligible shareholder by express mail within 15 days from the day on which they are is ratified.
If the company’s charter does not prescribe otherwise, the decisions may be ratified by seeking opinions in writing as follows:
1. The Executive Board may seek written opinions from shareholders on decisions of the General Meeting of Shareholders any time they are considered necessary for the interests of the company;
2. The Executive Board shall prepare opinion sheets, draft decisions, and supporting documents thereof. The opinion sheet enclosed with the draft decisions and supporting documents must be sent to the permanent residence of every shareholder;
3. The opinion sheet must contain:
a) Name, address of the head office, number and date of issue of the Certificate of Business Registration, and the business registration authority;
b) Purposes for opinion seeking;
c) The full name, permanent residence, nationality, ID numbers of the shareholder that is an individual; the name, permanent address, nationality, number of the Decision on Establishment or Certificate of Business Registration of the shareholder that is an organization; the shareholder’s holdings and votes;
d) The decisions that need opinions;
dd) Three options: assent, dissent, and abstention;
e) The deadline for submitting the completed sheet;
g) Full names, signatures of the Chairperson of the Board of Directors and the company’s legal representative;
4. The completed sheets must bear the signature of the shareholder that is an individual or the signature of the authorized representative of shareholder that is an organization.
The opinion sheets must be put in sealed envelopes. No one may open them before counting. The opinions sheets submitted after the deadline or opened are not valid;
5. The Executive Board shall count the votes and make a counting record under the witness of the Control Board or the shareholders that do not hold managerial positions in the company.
The counting record must specify:
a) Name, address of the headquarter, number and issue of Certificate of Business Registration, the business registration authority;
b) The purposes and the issues that need opinions;
c) The number of shares and their votes, the number of valid and invalid ones, and a list of voting shareholders;
d) Totals of affirmative votes, negative votes, and abstentions on each issue;
dd) The ratified decisions;
g) Full names, signatures of the Chairperson of the Executive Board, the company’s legal representative, and the supervisors of the counting.
Executive Board members and supervisors are responsible for the truthfulness and accuracy of the counting record, for the damage caused by the decisions ratified because of inaccurate counting;
6. The counting record must be sent to every shareholder within 15 days from the day on which the counting is finished;
7. Completed opinion sheets, the counting record, the ratified resolution, and relevant documents enclosed with the opinion sheets must be kept at the company’s headquarter;
8. The decisions ratified by seeking opinions in writing are as effective as those ratified by voting at the General Meeting of Shareholders.
Article 106. Minutes of the General Meeting of Shareholders
1. Every meeting of the General Meeting of Shareholders must be recorded in writing. The language of the minutes of meetings must be Vietnamese and may be an additional foreign language. The minutes of meeting must contain:
a) Name, address of the headquarter, number and issue of Certificate of Business Registration, the business registration authority;
b) The time and location of the General Meeting of Shareholders;
c) The meeting agenda;
d) The chairperson and secretary;
dd) Summary of the meeting process, opinions offered during the meeting on the issues on the agenda;
g) The total number of shareholders and their votes, a list of shareholders that registered and those that attended the meeting, their holdings and votes;
h) The total votes on each issue, including the affirmative votes, negative votes, and abstentions; their corresponding ratios to the total votes cast by the participants.
i) The ratified decisions;
k) Full names and signatures of the chairperson and the secretary.
The minutes of meeting in Vietnamese language and its translation into a foreign language are of equivalent legal validity.
2. The minutes of the meeting must be done and ratified right before the meeting is closed.
3. The chairperson and secretary are responsible for the accuracy and truthfulness of the minutes.
A copy of the minutes of the General Meeting of Shareholders must be sent to every shareholder within 15 days from the closing of the meeting.
The minutes of the General Meeting of Shareholders, the list of registered shareholders, the ratified resolution, and relevant documents enclosed with the invitation to the meeting must be kept at the company’s headquarter.
Article 107. Request for revocation of decisions of the General Meeting of Shareholders
Within 90 days from the receipt of the minutes of the General Meeting of Shareholders or the counting record, the shareholders, members of the Executive Board, the Director, and the Control Board are entitled to request the court or an arbitrator to consider revoking a decision of the General Meeting of Shareholders in the following cases:
1. The procedure for convening the General Meeting of Shareholders prescribed in this Law and the company’s charter is not followed;
2. The procedure for making decisions and contents of the decisions are against the law or the company’s charter.
Article 108. The Executive Board
1. The Executive Board is the governing body of the company, and is entitled to make decisions, perform the duties and rights of the company that beyond the competence of the General Meeting of Shareholders.
2. Rights and duties of the Board of members:
a) Decide the strategy, midterm development plan, and annual business plan of the company;
b) Propose the types of shares and total quantity of authorized shares of each type;
c) Decide offering of new shares within the quantity of each type of authorized shares; decide capital raising in other forms;
d) Decide the sale prices of shares and bonds of the company;
dd) Decide the repurchase of shares mentioned in Clause 1 Article 91 of this Law;
e) Decide the investment plans and projects of investment within their competence prescribed in this Law or the company’s charter;
g) Decide the solutions for market development, marketing, and technology transfers; ratify contracts to give loans, take loans, or liquidate the assets that are worth 50% of the total asset value or more according to the latest financial statement (or a smaller rate prescribed in the company’s charter), except for the transactions mentioned in Clause 1 and Clause 3 Article 120 of this Law;
h) Designate, dismiss, sign contracts and terminate contracts with the Director and other important managers prescribed in the company’s charter; decide their wages and benefits; authorize people to represent the ownership of shares or capital in other companies; decide their wages and benefits;
i) Supervise the Director and other managers administering the company’s business;
k) Decide the organizational structure, internal rules and regulations, establishment of subsidiaries, branches, representative office, capital investments, and purchase of shares of other companies;
l) Approve the agenda and documents serving General Meetings of Shareholders, convene General Meetings of Shareholders or collect opinions serving ratification of decisions;
m) Submit annual financial statements to the General Meeting of Shareholders;
n) Propose dividend payments; decide the deadline and procedure for paying dividends or settling loss incurred during the business;
o) Propose restructuring, dissolution, and bankruptcy of the company;
p) Exercise other rights and discharge other duties mentioned in this Law and the company’s charter.
3. The Executive Board shall ratify the decisions by voting, seeking written opinions, or another method prescribed in the company’s charter. Each member of the Executive Board has one vote.
4. While discharging their duties, the Executive Board must comply with law, the company’s charter, and decisions of the General Meeting of Shareholders. In case a decision approved by the General Meeting of Shareholders is at odds with law or the company’s charter and causes damage to the company, the members that approve such decision are responsible and must pay damages; the members that object such decision are absolved from responsibility. In this case, every shareholder that holds the company’s shares for at least one year may request the Executive Board to suspend the execution of such decision.
Article 109. Term of office and number of members of the Executive Board
1. The minimum number of members of the Executive Board is three; the maximum number is eleven, unless otherwise prescribed in the company’s charter. The number of members of the Executive Board that have to have permanent residences in Vietnam is prescribed in the company’s charter. The term of office of the Executive Board is 05 years. The term of office of each member of the Executive Board must not exceed 05 years. Executive Board members have no term limit.
2. At the end of the term of office, the current Executive Board shall keep operating until a new one is elected and take over the office.
3. When a new member is elected or replaces another one who is dismissed during their term, the term of that new member is the remaining term of the Executive Board.
4. Members of the Executive Board are not necessarily shareholders of the company.
Article 110. Requirements for members of the Executive Board
1. Every member of the Executive Board must:
a) Be capable of civil acts and not be banned from business administration according to this Law;
b) Hold at least 5% of the ordinary shares, be proficient and experienced in business administration, or be proficient in the primary lines of business of the company; meet other standards prescribed in the company’s charter.
2. Members of the Executive Board must not be the persons related to the managers and the persons entitled to designate managers of the parent company of which more than 50% charter capital is held by the state.
Article 111. The Chairperson of the Executive Board
1. The General Meeting of Shareholders or the Executive Board shall elect a Chairperson of the Executive Board in accordance with the company’s charter. If the Chairperson of the Executive Board is elected by the Executive Board, the Chairperson must be one of the members of the Executive Board. The Chairperson of the Executive Board may also hold the position of the Director, unless otherwise prescribed by the company’s charter.
2. Rights and duties of the Chairperson of the Executive Board:
a) Plan the operation of the Executive Board;
b) Prepare the agenda and documents serving the meetings; convene and chair meetings of the Executive Board;
c) Organize the ratification of decisions of the Executive Board;
d) Supervise the implementation of decisions of the Executive Board;
dd) Chair the General Meetings of Shareholders;
e) Exercise other rights and discharge other obligations mentioned in this Law and the company’s charter.
3. If the Chairperson of the Executive Board is absent, another member shall be authorized in writing to perform the rights and duties of the Chairperson of the Executive Board in accordance with the company’s charter. If no one is authorized or the Chairperson of the Board of members fails to work, the other members shall elect one of them to temporarily hold the position of the Chairperson of the Executive Board under the majority rule.
Article 112. Meetings of the Executive Board
1. If the Chairperson of the Executive Board is elected by the Executive Board, the first meeting of the Executive Board when the Chairperson is elected and other decisions are made must be held within 07 working days from the election of the Executive Board. This meeting is convened by the member that receives the highest number of votes. If more than one members hold the same highest number of votes, one of them shall convene the Executive Board.
2. The Executive Board shall hold periodic and irregular meetings. The Executive Board may hold the meetings at the company’s headquarter or another location.
3. Periodic meetings of the Executive Board shall be convened any time it is considered necessary by the Executive Board. At least one meeting shall be held every quarter.
4. The Chairperson of the Board of Directors must hold a meeting of the Executive Board when:
a) It is requested by the Control Board;
b) It is requested by the Director or at least five other managers;
c) It is requested by at least two members of the Executive Board;
d) Other cases prescribed by the company’s charter.
The request must be made in writing, specifying the purposes, the issues that need discussing, and the decisions within the competence of the Executive Board.
5. The Chairperson must hold the meeting of the Executive Board within 15 days from the receipt of the request mentioned in Clause 4 of this Article. If the meeting is not held, the Chairperson of the Board of Directors shall be responsible for the damage to the company; the person that makes the request is entitled to convene a meeting of the Executive Board.
6. The Chairperson of the Executive Board or the convener of the meeting must send initiations to the meeting at least 05 working days before the meeting date, unless otherwise prescribed by the company’s charter. The invitation must specify the time, location, agenda, and the issues that need discussing. The invitation must be enclosed with relevant documents and votes.
Invitations shall be sent by post, fax, email, or another method, as long as they are delivered to the addresses registered by the members of the Executive Board.
7. The Chairperson of the Executive Board or the convener must send the same invitations and enclosed documents to members of the Control Board and the Director.
Members of the Control Board and the Director that are not members of the Executive Board may attend the meetings of the Executive Board, discuss at the meeting, but must not vote.
8. A meeting of the Executive Board shall be opened when it is attended by at least three fourths of the members.
The members that do not attend the meeting may send their votes. The votes must be put into sealed envelopes and sent to the Chairperson of the Executive Board one hour before the opening at the latest. The votes shall be opened under the supervision of every participant.
A decision of the Executive Board is considered ratified when it is voted for by a majority of participants. If the numbers of affirmative votes and negative votes are equal, the opinion of the Chairperson of the Executive Board shall prevail.
9. The members must attend all meetings of the Executive Board. Any member may authorize another person to attend the meeting if it is accepted by a majority of Executive Board members.
Article 113. Minutes of meetings of the Executive Board
1. Every meeting of the Executive Board must be recorded in writing. The language of the minutes of meetings must be Vietnamese and may be an additional foreign language. The minutes must contain:
a) Name, address of the headquarter, number and issue of Certificate of Business Registration, the business registration authority;
b) Purposes and the agenda of the meeting;
c) Time and location of the meeting;
d) Full names of the participants and authorized participants; full name of the members that do not attend and reasons for not attending the meeting;
dd) The issues being discussed and voted at the meeting;
e) Summary of opinions of the participants in chronological order.
g) Voting result, specifying the members that vote for, vote against, and abstain;
h) The ratified decisions;
i) Full names and signatures of all participants and authorized participants.
The chairperson and secretary are responsible for the accuracy and truthfulness of the minutes of meeting.
2. The minutes of the meeting of the Executive Board and documents used therein must be kept at the company’s headquarter.
3. The minutes of meeting in Vietnamese language and its translation into a foreign language are of equivalent legal validity
Article 114. The right to information of members of the Executive Board
1. Executive Board members are entitled to request the Director, Deputy Directors, and managers of units to provide information and documents about the finance and business operation of the company and its units.
2. Information and documents must be provided adequately accurately at the request of members of the Executive Board.
Article 115. Dismissal and addition of members of the Executive Board
1. Members of the Executive Board shall be dismissed when:
a) They fail to meet the requirements prescribed in Article 110 of this Law;
b) They fail to participate in the activities of the Executive Board for six consecutive months, except for force majeure events;
c) They submit letters of resignation;
d) Other cases prescribed by the company’s charter.
2. Apart from the cases mentioned in Clause 1 of this Article, members of the Executive Board may be dismissed any time at the request of the General Meeting of Shareholders.
3. The Executive Board must convene a General Meeting of Shareholders within 60 days to elect the vacant seats within 60 days from the day on which the number of members of the Executive Board falls below the one third (1/3) of the permissible number prescribed in the company’s charter.
In other cases, at the nearest meeting, the General Meeting of Shareholders shall elect new members to replaces ones who have been dismissed.
1. The Executive Board shall appoint one of them or hire another person to act as a Director. If the Chairperson of the Executive Board is not a legal representative by the company’s charter, the Director shall be the company’s legal representative.
2. The Director shall administer everyday business of the company, be supervised by the Executive Board, and is responsible to the Executive Board for the performance of his/her duties and rights.
The term of office of a Director shall not exceed five years. The Director has no term limit.
Standards and requirements of the Director are the same as those prescribed in Article 57 of this Law.
The Director must not concurrently hold the position of Director of another company.
3. Rights and duties of the Director:
a) Decide the issues related to everyday business of the company that are not subject to approval by the Executive Board;
b) Organize the implementation of decisions of the Executive Board;
c) Implement business plans and investment plans of the company;
d) Propose organizational structure, internal rules and regulations of the company;
dd) Designate and dismiss managerial positions in the company, except for those subject to approval by the Board of members;
e) Decide the wages and allowances (if any) of employees, including the managers designated by the Director;
g) Employ workers;
h) Propose plans for using profits or settle loss during the business;
i) Exercise other rights and discharge other duties prescribed by law, the company’s charter, and decisions of the Executive Board.
4. The Director must administer the everyday business of the company in accordance with law, the company’s charter, labor contract signed with the company, and decisions of the Executive Board. The Director is responsible for any damage to the company because of his infringements of these regulations and must pay compensation of such damage.
Article 117. Wages and other benefits of members of the Executive Board and the Director
1. The company is entitled to pay wages to members of the Executive Board, the Director, and other managers according to the business outcomes.
2. If the company’s charter does not prescribe otherwise, the wages and benefits of members of the Executive Board and the Director shall be paid as follows:
a) Members of the Executive Board shall receive wages and bonus. The wages are calculated according to the working day necessary needed to complete their tasks and the daily wage. The Executive Board shall estimate the wage for each member, which is agreed by the recipient. The total amount of wages paid to the Executive Board shall be decided at the Annual General Meeting of Shareholders;
b) Members of the Executive Board shall be reimbursed for the costs of traveling, accommodation, and other reasonable costs incurred during the performance of their tasks;
c) The Director shall receive a salary and bonus. The salary of the Director is decided by the Executive Board.
3. Wages of members of the Executive Board and salaries of the Director and other managers are aggregated with the operating cost according to the laws on corporate income tax, must be separated in the annual financial statement, and reported at the Annual General Meeting of Shareholders.
Article 118. Disclosure or relevant interests
1. Members of the Executive Board, members of the Control Board, the Director, and other managers of the company must declare their relevant interests, including:
a) The name, address of the headquarter, number and date of issue of Certificate of Business Registration of every company of which part of the capital or shares are held by the aforementioned persons, the time and ratio of holding of shares or capital.
b) The name, address of the headquarter, number and date of issue of Certificate of Business Registration of every company of which more than 35% of charter capital in the form of shares or capital are separately or jointly held by the persons related to the aforementioned persons.
2. The declaration mentioned in Clause 1 of this Article must be made within 07 working days from the day on which the relevant interest occurs; any amendments to the declaration must be notified to the company within 07 working days from the day on which such amendments are made.
3. The declarations mentioned in Clause 1 and Clause 2 of this Article must be announced at the Annual General Meeting of Shareholders, posted and kept at the headquarter of the company. Shareholders and their authorized representatives, members of the Executive Board, the Control Board, and the Director are entitled to examine the declarations whenever they consider necessary.
4. When any member of the Executive Board or the Director perform any tasks related to the company’s business, whether personally or on behalf of another person, that person must explain the nature and details of those tasks before the Executive Board and the Control Board. Such tasks may only be performed if they are approved of by a majority of the Executive Board. If those tasks are performed without approval by the Executive Board, all incomes earned from doing them shall belong to the company.
Article 119. Obligations of company managers
1. Members of the Executive Board, the Director and other managers are obliged to:
a) Discharge their given duties in accordance with this Law, the company’s charter, and decisions of the General Meeting of Shareholders.
b) Perform the given duties and rights in an honest and prudent way to ensure the lawful interests of the company and its shareholders;
c) Defend the interests of the company and its shareholders; not take advantage of information, secrets, and business opportunities; not misuse the position and company’s assets for selfish purposes or to serve the interests of other entities;
d) Provide the company with timely, adequate, and accurate information about the companies of which part of capital or controlling shares are held by the aforementioned persons and their related persons; such information must be posted at the headquarter and branches of the company.
2. Apart from the duties mentioned in Clause 1 of this Article, the Executive and the Director is not given a rise when the company fails to settle due debts.
3. Fulfill other obligations prescribed by this Law and the company’s charter.
1. The contracts and transactions between the company and the following entities are subject to approval by the General Meeting of Shareholders or the Executive Board:
a) The shareholders that hold more than 35% of ordinary shares, their authorized representatives and related persons;
b) Members of the Executive Board and the Director;
c) The companies mentioned in Point a and Point b Clause 1 Article 118 of this Law, related persons of members of the Executive Board, and the Director.
2. The contracts and transactions that are worth less than 50% of the total asset value according to the latest financial statement (or a smaller rate prescribed by the company’s charter) shall be approved by the Executive Board. In this case, the company’s legal representative must send the draft contracts of information about the intended transactions to the members of the Executive Board, post them at the headquarter and branches of the company. The Executive Board shall consider approving the contract/transaction within 10 days from the day on which information is posted. The members having related interests must not vote.
3. The General Meeting of Shareholders shall consider approving the contracts and transactions other than those in Clause 2 of this Article. The Executive Board shall put forward the draft contracts or provide explanation for the transactions at the General Meeting of Shareholders, or seek written opinions from the shareholders. In this ace, related shareholders must not vote. A contract or transaction is considered approved when it is voted for by a number of shareholders that represent at least 65% of the remaining votes.
4. The contract/transaction shall be invalidated and dealt with if it is concluded or executed without permission according to Clause 2 and Clause 3 of this Article. The company’s legal representative, shareholders, members of the Executive Board, or the Director must pay compensation for the damage and return the profits generated from such contract/transaction to the company if they are involved.
Article 121. The Control Board
1. A the Control Board has 3 - 5 members, unless otherwise prescribed by the company’s charter. The term of office of a the Control Board must not exceed 05 years; members of the Control Board have no term limit.
2. Members of the Control Board shall elected one of them as the Chief. Rights and duties of the Chief of the Control Board are specified in the company’s charter. At least a half of the members of the Control Board must have permanent residences in Vietnam. At least one member must be an accountant or auditor.
3. At the end of the term, if the new the Control Board is not elected, the current Control Board shall keep operating until a new one is elected and take over the office.
Article 122. Requirements for members of the Control Board.
1. Members of the Control Board must:
a) Be at least 21 years of age, capable of civil acts, and not be banned from establishing or administering businesses according to this Law;
b) Not be a spouse, parent, adoptive parent, child, adopted child, or sibling of a member of the Executive Board, the Director, or another manager.
2. Members of the Control Board must not hold managerial positions of the company. Members of the Control Board are not necessarily shareholders or employees of the company.
Article 123. Rights and duties of the Control Board
1. The Control Board must supervise the Executive Board or the Director in administering the company; take responsibility for the performance of their tasks
2. Examine the legitimacy, truthfulness, and prudence of business administration, accounting, statistics, and financial statements.
3. Verify business reports, annual and biannual financial statements, and reports on assessment of the performance of the Executive Board.
Submit the report on verification of the financial statement, the annual business reports, and the report on assessment of the performance of the Executive Board to the Annual General Meeting of Shareholders.
4. Examine the accounting books and other documents of the company, and the administration whenever they consider it necessary, or under decisions of the General Meeting of Shareholders, or at the request of the shareholder or group of shareholder defined in Clause 2 Article 79 of this Law.
5. At the request of the shareholder or the group of shareholders mentioned in Clause 2 Article 79 of this Law, the Control Board shall carry out an inspection within 07 working days from receipt of such request. Within 15 days from the end of the inspection, the Control Board must submit a report on the inspection to the Executive Board and the aforesaid shareholder/group of shareholders.
The inspection by the Control Board must not obstruct the normal operation of the Executive Board and the business administration.
6. Propose changes to the organizational structure and administration of the company to the Executive Board or the General Meeting of Shareholders
7. Notify the Executive Board in writing of the violations prescribed in Article 119 of this Law committed by members of the Executive Board or the Director; request the violators to stop the violations and take remedial measures.
8. Exercise other rights and discharge other duties prescribed by this Law, the company’s charter, and decisions of the Executive Board.
9. The Control Board may employ independent consultants to perform their duties.
The Control Board may consult with the Executive Board before submitting reports, conclusions, and proposals to the General Meeting of Shareholders.
Article 124. The right to information of the Control Board
1. The invitations, opinion sheets submitted by members of the Executive Board, and enclosed documents must be sent to members of the Control Board at the same time and in the same way to those sent to members of the Executive Board.
2. The reports submitted to the Director or other documents issued by the company must be sent to members of the Control Board in a similar way to those sent to members of the Executive Board.
3. Members of the Control Board are entitled to access the company’s documents that are kept at the headquarter, branches, or other locations; go to the workplaces of the company’s managers and employees.
4. The Executive Board, members of the Executive Board, the Director, and other managers must provide adequate and timely information and documents about the business administration of the company at the request of the Control Board.
Article 125. Wages and other benefits of the Control Board
If the company’s charter does not prescribe otherwise, wages and other benefits of members of the Control Board shall be provided as follows:
1. Members of the Control Board shall receive wages and other benefits under decisions of the General Meeting of Shareholders. The General Meeting of Shareholders shall decide the total amount of wages and annual operation budget of the Control Board according to the estimated working days, amount and nature of the works, and average wage of members;
2. Members of the Control Board shall be reimbursed for the reasonable costs of accommodation, travel, and counseling services. The total amount of wages and costs must not exceed the annual operation budget of the Control Board, which is approved by the General Meeting of Shareholders, unless otherwise prescribed by the General Meeting of Shareholders;
3. Wages and operating costs of the Control Board are aggregated with the operating cost according to the laws on corporate income tax, relevant laws, and must be separated in the annual financial statement.
Article 126. Obligations of members of the Control Board
Members of the Control Board are obliged to:
1. Comply with law, the company’s charter, and decisions of the General meeting of shareholders; adhere to professional ethics when performing their duties and rights.
2. Perform the given duties and rights in an honest and prudent way to ensure the lawful interests of the company and its shareholders.
3. Defend the interests of the company and its shareholders; not take advantage of information, secrets, and business opportunities; not misuse the position and company’s assets for selfish purposes or to serve the interests of other entities.
4. Fulfill other obligations prescribed by this Law and the company’s charter.
5. When violations against Clauses 1, 2, 3, or 4 of this Article are committed and cause damage to the company or another person, members of the Control Board are personally or jointly responsible and must pay compensation for such damage.
Every income and benefit earned by members of the Control Board, whether directly or indirectly, from the violations mentioned in Clause 3 of this Article shall belong to the company.
6. When a member of the Control Board is found committing violations while performing his/her duty, the Executive Board must notify the Control Board in writing, request the violator to stop the violations and take remedial measures.
Article 127. Dismissal of the Control Board
1. Members of the Control Board shall be dismissed when:
a) They fail to meet the requirements for members of the Control Board specified in Article 122 of this Law;
b) They fail to exercise their rights and discharge their duties for six consecutive months, except for force majeure events;
c) They submit letters of resignation;
d) Other cases prescribed by the company’s charter.
2. Apart from the cases mentioned in Clause 1 of this Article, members of the Executive Board may be dismissed any time at the request of the General meeting of shareholders.
3. When the Control Board commit serious violations that threaten to cause damage to the company, the Executive Board shall convene a General Meeting of Shareholders to consider dismissing the current the Control Board and elect a new one.
Article 128. Submission of annual financial statements
1. At the end of the fiscal year, the Executive Board must prepare the following reports and documents:
a) A report on the company’s performance;
b) A financial statement;
c) A report on company’s administration.
2. If audit is mandatory by law, the annual financial statement of the joint-stock company must be audited before being submitted to the General Meeting of Shareholders for ratification.
3. The reports and documents mentioned in Clause 1 of this Article must be sent to the Control Board for verification at least 30 days before the opening date of the Annual General Meeting of shareholders, unless otherwise prescribed by the company’s charter.
4. The reports and documents prepared by the Executive Board; reports of the Control Board, and audit reports must be sent to the headquarter and branches of the company at least 07 working days before the opening date of the Annual General Meeting of shareholders, unless otherwise prescribed by the company’s charter.
The people that hold the company’s shares for at least one year may examine the reports mentioned in this Article at appropriate times, whether by themselves or together with qualified lawyers, accountants, or auditors.
Article 129. Disclosure of information about joint-stock company
1. Every joint-stock company must send the annual financial statement ratified by the General Meeting of Shareholders to a competent authority in accordance with accounting laws and relevant laws.
2. Summary of the annual financial statement must be notified to every shareholder.
3. Every entity is entitled to examine and copy the annual financial statement of the joint-stock company at the competent business registration authority.
1. A partnership is a company, in which:
a/ There are at least two partners who are co-owners of the company, jointly do business under one common name (hereinafter referred to as general partners); in addition to general partners, there may also be limited partners;
b/ General partners to a partnership must be individuals who are liable for all obligations of the partnership with his/her own entire property;
c/ Limited partners shall be liable for debts of the partnership within their capital investment in the partnership.
2. A partnership shall have the legal status from the date of issue of business registration certificate.
3. A partnership must not issue any type of securities.
Article 131. Capital investment and issuance of capital investment certificates
1. General partners and limited partners must make capital investment in full and on time as committed.
2. If a general partner fails to invest capital in full and on schedule as committed, thereby causing losses to the company, such partner must compensate the company for such losses.
3. If a limited partner fails to invest capital in full and on schedule as committed, the deficit amount is considered a debt owed by such partner to the company. In this case, such limited partner may be expelled from the company as decided by the Board of Partners.
4. When capital is invested in full as committed, partners shall be issued with a capital investment certificate. A capital investment certificate must contain:
a/ Name, address of the headquarter of the partnership;
b/ Number and date of issue of business registration certificate;
c/ Charter capital of the partnership;
d/ Name, permanent residence, nationality, ID number of the partner; type of partner;
dd/ Value of invested capital and type of assets contributed by the partner;
e/ Number and date of issue of capital investment certificate;
g/ Rights and obligations of the holder of the capital investment certificate;
h/ Full name and signature of the holder of the capital investment certificate and general partners of the partnership.
5. If the capital investment certificate is lost, torn, burnt or otherwise destroyed, partners shall be issued with a new one by the partnership.
Article 132. Assets of a partnership
1. Assets contributed by partners whose ownership has been transferred to the partnership.
2. Assets created under the partnership's name.
3. Assets acquired from any business operations performed by general partners on behalf of the partnership or from any business operations within the registered business lines of the partnership that are conducted by general partners on their own behalf.
4. Other assets as provided for by law.
Article 133. Restrictions on rights of general partners
1. A general partner must not be the owner of another private company or general partner of another partnership unless it is so agreed by the other general partners.
2. A general partner must not conduct the same business lines of the partnership whether on their behalf or others' behalf for their selfish benefits or for the benefits of other entities.
3., A general partner must not transfer their capital investment in the partnership to others without approval by other general partners, whether in part or in full.
Article 134. Rights and obligations of general partners
1. General partners are entitled to:
a/ To participate in meetings, discuss and vote all issues in the partnership; each general partner has one vote unless otherwise provided for in the partnership's charter;
b/ Do business within the registered business lines of the partnership on behalf of the partnership; negotiate and conclude contracts and agreements under the terms deemed to be the most beneficial to the partnership;
c/ Use the partnership's seal and assets to do business within the registered business lines of the partnership; request the partnership to return the principal of the advanced payments and interests thereon according to market interest rate;
d/ Request the partnership to offset losses incurred during business operation within its powers if such losses are not on account of the partner’s mistakes;
dd/ Request the partnership or any other general partner to provide information on the partnership's business; check the assets, accounting books, and other documents of the partnership at any time if necessary;
e/ Receive their share of profit in proportion to the capital investment or as agreed in the partnership's charter;
g/ Receive a portion of the remaining assets in proportion to the capital investment, unless another ratio is provided for in the partnership's charter when the partnership is dissolved or goes bankrupt;
h/ If a general partner is dead or declared dead by the court, his/her heir shall inherit the portion of assets that remains after the partner’s debt is been paid. The heir may become a general partner if accepted by the Board of Partners.
i/ Exercise other rights as provided for by this Law and the partnership's charter.
2. General partners are obliged to:
a/ Carry out business administration and do business in an honest and prudent manner to ensure the maximum lawful benefits of the partnership and all partners;
b/ Carry out business administration and do business in accordance with the regulations of law, the partnership's charter and decisions of the Board of Partners; pay compensation for any damage to the company caused by violations against the provisions of this Point;
c/ Not use the partnership's assets for their selfish benefits or benefits of other entities;
d/ Return the partnership the amount of money and assets that are received when they do the company’s registered business on the behalf of the company, of another person, or of their own without returning the money and assets earned to the company; pay compensation for any damage to the company because of this act.
dd)/ Repay the debts owed by the partnership if its assets is not sufficient to do so;
e/ Incur a loss in proportion to their capital investment in the partnership when the partnership is at a loss according to the partnership's charter;
g/ Send truthful and accurate reports to the partnership on their performance and business outcomes every month; provide information about their performance and business outcomes to the partners that demand such information;
h/ Fulfill other obligations as provided for by this Law and the partnership's charter.
Article 135. Board of Partners
1. The Board of Partners consists of all partners. The Board of Partners shall elect one general partner to as a chairperson who shall concurrently hold the position of Director, unless otherwise provided for in the partnership's Charter.
2. Any general partner is entitled to convene meetings of the Board of Partners to discuss the business of the partnership. The convener must prepare the agenda and documents serving the meeting.
3. The Board of Partners is entitled to decide all business issues of the partnership. Unless otherwise provided for in the partnership's charter, decisions on the following issues are subject to approval by at least three-quarters of the total number of general partners:
a/ The partnership's development orientations;
b/ Amendments to partnership's Charter;
c/ Admission of new general partners;
d/ Permission for resignation of general partners; exclusion of partners from the partnership;
dd/ Decision on investment projects;
e/ Decision on borrowing and raising capital in other forms, granting loans that are worth more than 50% of the partnership's charter capital, unless otherwise provided for in the partnership's Charter;
g/ Decision on purchase, liquidation of assets valued at equal to or higher than the partnership's charter capital, unless otherwise provided for in the partnership's Charter;
h/ Decision on ratification of annual financial statements, the total distributed profit and the share of profit received by each partner;
i/ Decision on the partnership's dissolution.
4. The decisions on issues other than those mentioned in Clause 3 of this Article shall be ratified if they are accepted by at least two-thirds of general partners; a specific ratio shall be provided for in the partnership's Charter.
5. The right of limited partners to vote shall be provided for in the partnership's Charter.
Article 136. Convening meetings of the Board of Partners
1. The Chairperson of the Board of Partners may convene a meeting of the Board of Partners any time necessary or at the request of general partners. If the Chairperson fails to convene a meeting at the request of a general partner, such general partner shall convene the meeting.
2. Invitations to a meeting may be in writing, by telephone, fax, telex or other electronic equipment. An invitation must specify the purpose, requirement, contents, agenda and location of the meeting and the name of the partner that requests the meeting.
Documents used for making the decisions mentioned in Clause 3 Article 135 of this Law should be sent to all partners prior to the meeting. The deadline for sending such documents shall be specified in the partnership's Charter.
3. The Chairperson of the Board of Partners or partner who requests the meeting shall chair the meeting. All meetings of the Board of Partners must be recorded in writing. The minutes of meeting must specify:
a/ Name, address of the headquarter of the partnership, number and date of issue of the business registration certificate, business registration authority;
b/ Purpose, contents, and agenda of the meeting;
c/ Time and location of the meeting;
d/ Full names of the chair and participants;
e/ Opinions expressed by participating partners;
f/ Ratified decisions, number of partners who approve, and primary contents of such decisions;
g/ Full names and signatures of all participants.
Article 137. Business administration of a partnership
1. All general partners shall have the right to act as legal representatives of the partnership and administer the daily business of the partnership. Any restriction on general partners’ administering daily business of the partnership shall only have effect on a third party if this party is informed of such restriction.
2. The general partners shall share the tasks and duties to administer of the partnership's business.
When some or all general partners do the same task together, decisions shall be made under the majority rule.
The partnership is not responsible for its general partners’ activities beyond the registered business lines of the partnership, unless such activities are accepted by the other partners.
3. The partnership may open one or several bank accounts. The Board of Partners shall authorize one partner to deposit and withdraw money from these accounts.
4. The Chairperson of the Board of Partners and the Director have the following duties:
a/ Administer everyday business the partnership as a general partner;
b/ Convene and hold meetings of the Board of Partners; sign decisions or resolutions of the Board of Partners;
c/ Assign tasks and coordinate business operations among general partners; sign decisions on regulations, internal rules and regulations, and other internal affairs of the partnership;
d/ Completely, truthfully make and keep accounting books, invoices, and other documents of the partnership according to the regulations of law;
dd/ Represent the partnership in relations with state authorities; represent the partnership as a plaintiff or a defendant in lawsuits or commercial disputes or other disputes;
e/ Discharge other duties as provided for in the partnership's Charter.
Article 138. Termination of general partner status
1. A general partner status is terminated when the general partner:
a/ Voluntary withdraws capital from the partnership;
b/ Is dead or declared dead by the court;
c/ Is declared missing by the court; partially or wholly incapable of civil acts;
d/ Is expelled from the partnership;
e/ Other cases as provided for in the partnership's charter.
2. General partners may withdraw capital from the partnership if approved by the Board of Partners. In this case, the partners who want to withdraw capital from the partnership shall notify in writing the capital withdrawal at least six months before the withdrawal. Capital may only be withdrawn at the end of a fiscal year when the financial statement of that year has been approved.
3. General partners shall be expelled from the partnership when:
a/ They are unable to invest capital or fail to invest capital as committed after the partnership has sent the second notification;
b/ They violate the Article 133 of this Law;
c/ They fail to do business in an honest and prudent manner, or commit inappropriate acts, thereby causing serious losses to the partnership's and others partners' interests;
d/ They fail to fulfill obligations of general partners.
4. In case a partner is incapable of civil act, the capital invested by such partner shall be returned fairly and properly.
5. Within two years as from termination of general partner status as provided for at Point a and Point d Clause 1 of this Article, such partner is still jointly liable for the debts owed by the partnership before the termination with his/her entire property.
6. After the termination of the general partner status, if the name of such partner is been used in the name of the partnership, such partner may request the partnership to stop using that name.
Article 139. Admission of new partners
1. A partnership may admit new general or limited partners; admission of new partners of a partnership is subject to approval by the Board of Partners.
2. A new general partner or limited partner must invest sufficient capital in the partnership within 15 days from the date of admission, unless another deadline is imposed by the Board of Partners.
3. New general partners are jointly liable for all debts and other financial obligations of the partnership with their entire property, unless otherwise agreed between such new partners and the other partners.
Article 140. Rights and obligations of limited partners
1. Limited partners are entitled to:
a/ Attend meetings of the Board of Partners, discuss and vote in on amendments to the partnership's Charter, changes of the rights and obligations of limited partners, restructuring and dissolution of the partnership, and other contents of the partnership's Charter that are directly related to their rights and obligations;
b/ Receive annual share of profits in proportion to their capital investment in the partnership;
c/ Be provided with annual financial statements of the partnership; request the chairperson of the Board of Partners, general partners to provide sufficient and truthful information on the performance of the partnership; examine accounting books, minutes of meetings, contracts, transaction documents, files and other documents of the partnership;
d/ Transfer their capital investment in the partnership to others;
dd/ Conduct the registered business lines of the partnership on their own behalf or others' behalf;
f/ Bequeath, give, mortgage, pledge or otherwise their capital investment in accordance with law and the partnership's charter; if a partner is dead or declared dead by the court, his/her heir shall become the limited partner of the partnership;
g/ Receive part of the remaining assets in proportion to the capital investment in the partnership when the partnership is dissolved or goes bankrupt;
h/ Other rights as provided for by this Law and the partnership's Charter.
2. Limited partners are obliged to:
a/ Take responsibility for all debts and other financial obligations of the partnership within the capital they pledge to invest;
b/ Not participate in the business administration; not do business on behalf of the partnership;
c/ Comply with the partnership's Charter, internal rules and regulations, and decisions of the Board of Partners;
d/ Fulfill other obligations as provided for by this Law and the partnership's charter.
Article 141. Private companies
1. A private company is company owned by an individual who is liable for all of its operations with his/her entire property.
2. Private companies must not issue any type of securities.
3. Each individual may only establish one private company.
Article 142. Investment capital of company owners
1. The investment capital of the owner of a private company shall be registered by the owner himself/herself. The owner is obliged to register exactly the total amount of investment capital, in which the amounts in Vietnam dong, in convertible foreign currency, of gold and other assets shall be specified; for capital in other assets, the type, quantity and remaining value of such assets must be clearly stated.
2. All capital and assets including borrowed capital and leased assets, once used for business operations of the company, must be fully reflected in accounting books and financial statements of the company as provided for by law.
3. In the course of business, the owner of a private company may increase or reduce his/her investment capital in the company, which shall be reflected in accounting books. Where the remaining capital after reduction is lower than the registered investment capital, the owner may only do so after registering such reduction with the business registration authority.
Article 143. Management of private companies
1. The owner of a private company is entitled to decide every any business operation of the company, the use of its profits after paying taxes and fulfilling other financial obligations according to the provisions of law.
2. The owner of a private company may directly administer the business operations or employ another person to do so. In the latter case, the owner must register it with the business registration authority and is still fully responsible for all business operations of the company.
3. The owner of a private company shall act as plaintiff, defendant or person with related interests and obligations before arbitration tribunals or courts in upon occurrence of disputes related to the company.
4. The owner shall act as the legal representative of the company.
Article 144. Leasing private companies
The owner of a private company may lease his/ her entire company, provided a report enclosed with a notarized copy of the leasing contract is sent to the business registration authority and the tax authority. During the lease term, the owner of such private company is still considered its owner before by law. Rights and responsibilities of the owner and the lessee with respect to business operations of the company shall be defined in the leasing contract.
Article 145. Selling private companies
1. The owner of a private company may sell his/her company to another person. At least 15 days before the date of transfer of the company, the owner shall notify the business registration authority of the transfer in writing. The notification must specify the name and headquarter of the company; name and address of the buyer; total amount of outstanding debts of the company; name, address, amount of debt and the time limit for payment to each creditor; labor contract and other contracts that have been concluded but not yet completed and methods of settlement of such contracts.
2. The owner, after selling his/her company, is still liable for all debts and other financial obligations of the company that have not been settled, unless otherwise agreed by the buyer, the seller, and the creditors.
3. The seller and the buyer of a private company must comply with the regulations of law on labor.
4. The buyer of a private company must reapply for the business registration according to the provisions of this Law.
Article 146. Group of companies
1. Group of companies is a combination of companies that have long-term interrelations in terms of economic benefits, technology, market and other business services.
2. Groups of companies include:
a/ Parent company - subsidiary;
b/ Business corporation;
c/ Other forms.
Article 147. Rights and responsibilities of the parent company over its subsidiaries
1. Depending on the legal form of a subsidiary, the parent company shall exercise its rights and perform obligations as a member, an owner or a shareholder in the relation with its subsidiary according to relevant provisions of this Law and other laws.
2. Except the case mentioned in Clause 1 of this Article, all contracts, transactions and other relationships between the parent company and its subsidiaries must be established and performed independently and equally under conditions applied to independent legal entities.
3. Where the parent company interferes beyond its competence as the owner, member or shareholder, or forces the subsidiaries to carry out business activities inconsistent with normal business practices or to conduct unprofitable activities without proper compensation in the fiscal year, causing losses to the subsidiaries, the parent company must be liable for such losses.
4. Managers of the parent company who are responsible for making interferences and forcing the subsidiaries to conduct business activities defined in Clause 3 of this Article shall be jointly liable with the parent company for such losses.
5. If the parent company refuses to make compensation to its subsidiaries as provided for in Clauses 3 of this Article, the creditors, members or shareholders who hold at least 1% of the company's charter capital may, on behalf of themselves or the subsidiaries, request the parent company to compensate its subsidiaries for losses.
6. In case where the business activities mentioned in Clause 3 of this Article are conducted by subsidiaries and yield profits for other subsidiaries of the same parent company, such subsidiaries shall be jointly with the parent company responsible for returning such profits to the subsidiaries suffering from losses.
Article 148. Financial statements of the parent company and its subsidiaries
1. By the end of a fiscal year, apart from reports and materials as required by law, a parent company must also make the following reports:
a/ Consolidated financial statement of the group of companies as provided for by the law on accounting;
b/ General report on annual business results of the group of companies;
c/ General report on the management and direction of the group of companies.
2. Those who are responsible for making reports defined in Clause 1 of this Article shall not make or submit such reports if they do not receive all financial statements from all subsidiaries.
3. At the request of the legal representative of the parent company, the legal representatives of its subsidiaries must provide necessary reports, documents and information as prescribed for making the consolidated financial statement and general report for the group of companies.
4. If being unaware of or having no doubt that there is untrue, inaccurate or fake information in the reports made and submitted by subsidiaries, the manager of the parent company may use these reports to make the consolidated financial statement and general report for the group of companies.
5. If the manager of the parent company has taken all possible measures within his/her competence but still receive no necessary reports, documents and information as prescribed from subsidiaries, he/she shall still make and submit the consolidated financial statement and general report of the group of companies. Such reports may or may not contain information from such subsidiaries but must include necessary explanations to avoid misunderstanding or misleading.
6. All annual financial statements and financial settlement documents of the parent company and subsidiaries and all consolidated financial statements of the whole group shall be kept at the headquarter of the parent company. Copies of all statements and materials defined in this Clause must be available in all branches of the parent company in the territory of Vietnam.
7. For subsidiaries, apart from reports, statements and documents as provided for by law, they must make and submit a general report on purchases, sales and other transactions to the parent company.
Article 149. Business corporations
Business corporation is a large group of companies. The Government shall establish criteria, provide instructions on organization, administration and operation of business corporations.
RESTRUCTURING, DISSOLUTION AND BANKRUPTCY OF COMPANIES
Article 150. Division of companies
1. Limited liability companies and joint-stock companies may be divided into several companies of the same type.
2. Division of a limited liability company or a joint-stock company shall be conducted according to the following procedures:
a/ The Board of Member, the company owner or the General Meeting of Shareholders of the divided company shall ratify a decision on the division of the company in accordance with the provisions of this Law and the company's Charter. The decision must contain: name, address of the headquarter of the divided company; number of new companies that are established as a result of such division; rules and procedures for the division of assets of the company; the plan for labor use; the deadline and procedures for the distribution of capital investments, shares and bonds of the divided company among the new ones; principles for the settlement of obligations of the divided company; and the deadline for completing the division. Within 15 days as from the ratification date, the decision on company division shall be sent to all creditors and notified to all employees of the divided company;
b/ Members, owners or shareholders of the new companies shall ratify the charter thereof, elect or appoint the Chairpersons of the Boards of Member, the President of the new companies, the Executive Boards, the Directors, and apply for business registration as provided by this Law. In this case, the application for business must be enclosed with the decision on company division decision as provided for in Point a of this Clause.
3. After the completion of business registration of new companies, the divided company shall cease to exist. All of the new companies are jointly responsible for the outstanding debts, labor contracts, and/or other financial obligations of the divided company, or reach an agreement with the creditors, customers and employees that one of the new companies shall fulfill these obligations.
Article 151. Separation of companies
1. A limited liability company or a joint-stock company may be separated by transferring a portion of the assets of the existing company (hereinafter called the separated company) to form one or several new companies of the same type (hereinafter called the new company); some rights and obligations of the separated company shall be transferred to the new company without terminating the existence of the separated company.
2. A limited liability company or a joint-stock company shall be separated as follows:
a/ The Board of Member, the company owner or the General Meeting of Shareholders of the separated company ratify the decision on the separation of the company in accordance with the provisions of this Law and the company's Charter. Such a decision must contain: name, address of the headquarter of the separated company; name of the new company that are established as a result of such separation; the plan for labor use; asset value, rights and obligations transferred from the separated company to the new company; and the deadline for completing the separation. Within 15 days as from the ratification date of, the decision on company separation shall be sent to all creditors and notified to employees.
b/ Members, the owner or shareholders of the new company shall ratify the charter thereof, elect or appoint the Chairperson of the Board of Member, the president of the company, the Executive Board, the Director, and proceed with business registration as provided by this Law. In this case, the application for business registration shall be enclosed with the decision on company separation as provided for at Point a of this Clause.
3. After business registration, the separated company and the new company are jointly responsible for the outstanding debts, labor contracts, and/or other financial obligations of the separated company, unless otherwise agreed upon by the separated company, the new company, creditors, customers, and employees of the separated company.
Article 152. Amalgamation of companies
1. Two or more companies of the same type (hereinafter called the amalgamating companies) may be amalgamated to form a new company (hereinafter called the amalgamated company) by transferring all legal assets, rights, obligations and interests to the amalgamated company simultaneously with the termination of the existence of the amalgamating companies.
2. Companies shall be amalgamated as follows:
a/ The amalgamating companies shall prepare draft a amalgamation contract, which contains the names and headquarters of the amalgamating companies; name and headquarter of the amalgamated company; procedures and conditions for the amalgamation; employment plan; deadline, procedures, and conditions for transferring assets, capital investments, shares and bonds from the amalgamating companies to the amalgamated company; deadline for completing such amalgamation; draft charter of the amalgamated company;
b/ Members, owners, or shareholders of the amalgamating companies shall ratify the amalgamation contract, the Charter of the amalgamated company, elect or appoint the chairperson of the Board of Member, the president of the company, the Executive Board, the Director of the amalgamated company, and apply for business registration of the amalgamated company as provided for by this Law. In this case, the application for business registration must be enclosed with the amalgamation contract. The amalgamation contract must be sent to all creditors and notified to employees within 15 days from the ratification date;
3. If the amalgamated company has market share of between 30% and 50% in the relevant market, the legal representatives of the amalgamating companies must notify the competition management agency before the amalgamation, unless otherwise provided by the law on competition.
Amalgamation resulting in an amalgamated company that hold a market share of more than 50% in the relevant market is prohibited, unless otherwise provided by the law on competition.
4. After amalgamated company is registered, the amalgamating companies shall cease its existence. The amalgamated company shall inherit the lawful rights, interests, outstanding debts, labor contracts, and/or other financial obligations of the amalgamating companies.
Article 153. Merger of companies
1. One or more companies of the same type (hereinafter called the transferor company) may be merged into another company (hereinafter called the transferee company) by transferring all legal assets, rights, obligations and interests to the transferee company simultaneously with the termination of the existence of the transferor company.
2. Companies shall be merged as follows:
a/ Related companies shall prepare a merger contract and a draft Charter of the transferee company. A merger contract shall include the following principal contents: name and headquarter of the transferee company; name(s) and headquarter(s) of the transferor company, procedures and conditions for the merger; employment plan; deadline, procedures and conditions for the transferring assets, capital investment, shares and bonds from the transferor company to the transferee company; and deadline for completing such merger;
b/ Members, company owners, or shareholders of related companies shall ratify the merger contract, the Charter of the transferee company, and apply for business registration of the transferee company as provided for by this Law. In this case, the application for business registration must be enclosed with the merger contract. The merger contract must be sent to all creditors and notified to employees within 15 days from the ratification date;
c/ After the transferee company is registered, the transferor company shall cease its existence; the transferee company shall inherit the lawful rights, interests, outstanding debts, labor contracts, and/or other financial obligations of such transferor company.
3. If the transferee company has a market share of between 30% and 50% in the relevant market, the legal representative of the company shall notify the competition management agency before the merger, unless otherwise provided by the law on competition.
Mergers resulting in merging companies having a market share of more than 50% in relevant market shall be prohibited, unless otherwise provided by the law on competition.
Article 154. Conversion of companies
A limited liability company may be transformed into a joint-stock company or vice versa. Such conversion of a limited liability company or a joint-stock company (hereinafter referred to as the original company) into a joint-stock company, or a limited liability (hereinafter referred to as the converted company) shall be carried out as follows:
1. The Board of Member, the owner, or the General Meeting of Shareholders shall ratify the decision on the conversion and the Charter of the converted company. A conversion decision must contain the name and address of the headquarter of the original company; name and address of the headquarter of the converted company; deadline and conditions for transferring assets, capital investment, shares, and bonds from the original company to the converted company; employment plan; and deadline for conversion.
2. The conversion decision must be sent to all creditors and notified to employees within 15 days from the ratification date.
3. The converted company shall be registered in accordance with the provisions of this Law. In this case, the application for business registration must be enclosed with the conversion decision.
After the completion of business registration, the original company shall cease its existence. The converted company shall inherit the legal rights, interests, outstanding debts, labor contracts, and/or other financial obligations of the original company.
Article 155. Conversion of one-member limited liability companies
1. Where the owner of a one-member limited liability company transfers part of the company's charter capital to another entity, within 15 days from the date of transfer, such owner and the transferee shall register the change in the number of members with the business registration authority. From that date of registration, the company shall be run in accordance with the regulations applicable to multi-member limited liability companies.
2. Where the owner of a one-member limited liability company transfers all of the company's charter capital to an individual, within 15 days as from the completion of transfer procedure, the transferee shall register the replacement of the company's owner and run the company in accordance with the regulations on one-member limited liability company, the owner of which is an individual.
Article 156. Business suspension
1. A company may suspend its business after sending a written notice to the business registration authority and tax authority of the suspension and resume date within 15 days before the suspension or resume date.
2. The business registration authority and other competent authorities are entitled to require the company to suspend its conditional business lines if they find that the company does not meet all of the conditions required by law.
3. During the suspension, the company shall pay outstanding taxes, keep paying other debts, and execute the contracts signed with consumers and employees, unless otherwise agreed with the creditors, consumers and laborers.
Article 157. Cases of and conditions for dissolution of companies
1. A company shall be dissolved in the following cases:
a/ The operation duration stated in the company's Charter expires without any renewal decision;
b/ The dissolution is decided by the company owner (applied to private companies) or by all general partners (applied to partnerships) or by the Board of Member or the company owner (applied to limited liability companies) or by the General Meeting of Shareholders (applied to joint-stock companies);
c/ The number of members of the company fails to reach the minimum number provided for by this Law for six consecutive months;
d/ The business registration certificate is revoked.
2. A company shall only be dissolved after all its debts and other financial obligations are settled.
Article 158. Procedures for dissolution of companies
Procedure for dissolving a company:
1. Ratify the decision on dissolution of the company, which contains:
a/ Name and address of the headquarter of the company;
b/ Reasons for dissolution;
c/ Time limit and procedures for finalizing contracts and repaying the company's debts; such deadline must not exceed six months from the ratification date of the dissolution decision;
d/ Plans for settling obligations arising from labor contracts;
e/ Full name and signature of the company’s legal representative;
2. Owner of a private company, the Board of Member or company's owner and the Executive Board shall directly organize the liquidation of company's assets unless otherwise provided for in the company's Charter.
3. Within seven working days as from the ratification date, the dissolution decision must be sent to the business registration authority, all creditors, people with related rights, obligations and interests, and employees of the company; such decision shall be posted at the company's headquarter.
If such decision is required by law to be published in a newspaper, it must be published in at least three consecutive issues of a printed or electronic newspaper.
The dissolution decision must be sent to creditors together with a plan for settlement of debts. Such plan must contain the name and address of the creditors, the amount of debts, the deadlines, the location and method of payment of such debts, procedures and deadline for settling complaints of creditors.
4. The debts of the dissolved company shall be paid in the following order:
a/ Owed salaries, severance allowance, social insurance as provided for by law, other benefits agreed in concluded labor contracts and collective bargaining agreement;
b/ Outstanding taxes and other debts.
After paying off the debts and dissolution expenses, the remaining assets shall belong to the members, shareholders, or owner of the company.
5. Within 07 working days as from the day on which the debts owed by the company are completely repaid, the legal representative of the company must send an application for dissolution to the business registration authority. Within 07 working days from the receipt of such application, the business registration authority shall remove the name of the company from the company register.
6. Where a company has its business registration certificate revoked, it must be dissolved within six months as from the revocation date. The order and procedures for dissolution shall comply with the provisions of this Article.
If the business registration authority does not receive any application for dissolution from the company, such company shall be considered dissolved and the business registration authority shall remove its name from the company register. In this case, the legal representative, all members (applied to limited liability companies) or the company's owner (applied to one-member limited liability companies) or all members of the Executive Board (applied to joint-stock companies), or all general partners (applied to partnerships) are jointly be liable for the outstanding debts and other financial obligations.
Article 159. Prohibited acts as from the decision on dissolution is made
Since a dissolution decision of a company is issued, the company and its managers are prohibited from:
1. Hiding or dispersing assets;
2. Renouncing or diminishing the right to claim debts;
3. Converting unsecured debts into debts secured with the company's assets;
4. Signing contracts other than those serving the dissolution of the company;
5. Pledging, mortgaging, giving, or leasing assets;
6. Terminating effective contracts;
7. Raising capital in any other forms.
The bankruptcy of a company shall comply with the bankruptcy laws.
Article 161. Contents of state management of companies
1. Promulgate, disseminate, and guide the implementation of legal documents on companies and relevant legal documents.
2. Organize business registration; guide the business registration in order to ensure the materialization of strategies, master plans and plans orienting social-economical development.
3. Organize training, retraining of professional skills, improvement of business ethics for companies' managers; of political quality, morality, and professional qualification for officers involved in state management of companies; and training and building of a contingent of skilled workers.
4. Realize preferential policies for companies in compliance with orientations and objectives of social-economical development strategies, master plans and plans.
5. Control and inspect companies' business operations; and handling law-breaking acts of companies and individuals and organizations concerned in accordance with the provisions of law.
Article 162. Responsibilities for state management of companies
1. The Government shall perform the unified state management of companies, appoint an agency responsible to the Government for assuming the prime responsibility for, and coordinating with the other ministries and agencies in performing state management of companies.
2. Ministries and ministerial agencies shall be responsible to the Government for performing their assigned duties in state management of companies and, within the scope of their assigned tasks and powers, have the following duties:
a/ Periodically or at the request of business associations review the business conditions subject to state management; recommend the removal of unnecessary business conditions; adjust inappropriate business conditions; and submit to the Government for promulgation new business conditions to ensure the fulfillment of their assigned state management tasks;
b/ Provide instructions on the implementation of legal provisions on business conditions; supervise, inspect and handle violations in the observance of business conditions within the scope of state management;
c/ Disseminate legal documents;
d/ Manage business activities in conditional business lines; supervise, inspect, and deal with the environmental pollution, protect the environment; to ensure food safety and hygiene as well as labor safety and sanitation;
dd/ Develop the Vietnamese standard system; supervise, inspect and handle violations in ensuring the quality of goods and services according to the Vietnamese quality standard system;
e/ Exercise other rights and duties as provided for by law.
3. Provincial People’s Committees shall perform the state management of companies within their localities and have the following duties:
a/ Direct their subordinate specialized agencies and People's Committees of rural districts, urban districts, towns and provincial cities to provide information on companies; solve difficulties and remove obstacles to investments and supports for the development of companies within the scope of their competence; and supervise and inspect companies and handle violations as provided for by law;
b/ Organize business registration and manage companies and business households according to the registered business contents; administratively handle violations of this Law and other relevant laws;
c/ Direct their subordinate specialized agencies and People's Committees of rural districts, urban districts, towns and provincial cities to implement legal provisions on taxes and business conditions according to the provisions of law and relevant guidelines of ministries and ministerial agencies; penalize or request competent authorities to penalize violations of the provisions on taxes and business conditions.
d/ Organize business registration authority, decide on the personnel for provincial business registration authorities; direct People's Committees of rural districts, urban districts, towns and provincial cities and People's Committees of communes, wards and townships to penalize administrative violations related to business registration.
Article 163. Organizational structure, tasks and entitlements of business registration authorities
1. Business registration authorities have the following tasks and entitlements:
a/ Consider granting business registration and issuing business registration certificates in accordance with the provisions of law;
b/ Establish and manage the company information system; provide information for state authorities and other entities at their request in accordance with the provisions of law;
c/ Request companies to report their business status when necessary; supervise the companies’ adherence to reporting regulations;
d/ Carry out inspection or request competent authorities to carry out inspections of companies according to the information in their applications for business registration;
dd/ Penalize violations of regulations on business registration in accordance with the provisions of law; revoke the business registration certificates and request companies that have their business registration certificates revoked to initiate the dissolution process in accordance with the provisions of this Law;
e/ Take responsibility before law for violations during business registration;
g/ Discharge other duties and exercise other entitlements in accordance with this Law and other relevant laws.
2. The organizational structure of business registration authorities shall be stipulated by the Government.
Article 164. Inspection of business operations of companies
The inspection of business operations of companies shall comply with the provisions of law.
Article 165. Penalizing of violations
1. Those who commit acts violating the provisions of this Law shall, depending on the nature and severity of their violations, be disciplined, administratively sanctioned or examined for penal liability in accordance with the provisions of law; if causing damage to the interests of the companies, their owners, members, shareholders, creditors or others, they must pay compensations for such damage in accordance with regulations of law.
2. A company shall have its business registration certificate revoked and its name removed from the company register in the following cases:
a/ The information provided in the application for business registration is false;
b/ The company is established by the people banned from establishing companies according to Clause 2 Article 13 of this Law;
c/ The company fails to apply for tax identification number within one year from the issuance of the business registration certificate;
d/ The company fails to operate at the registered location for six consecutive months from the date of issue of the business registration certificate or the certificate of headquarter relocation;
dd/ The company fails to send reports on its business to the business registration authority for 12 consecutive months;
e/ The company suspends its business for a whole year without notifying the business registration authority;
g/ The company fails to send reports as provided for at Point c, Clause 1, Article 163 of this Law to the business registration authority within 03 months as from the day on which a written request is received;
h/ The company engages in banned business lines.
Article 166. Conversion of State-owned companies
1. Within 04 years from the day on which this Law takes effect, all State-owned companies established under the Law on State Enterprises 2003 must be converted into limited liability companies or joint-stock companies as provided for by this Law;
The Government shall provide guidance on conversion procedures.
2. By the deadline for conversion, The provisions of the Law on State Enterprises 2003 still apply to state-owned companies that are not provided for by this Law shall still comply with the provisions of the Law on State Enterprises 2003.
Article 167. Companies serving national defense and security
State-owned companies that serve national defense and security or engage in both economic sector and national defense and security shall be organized administered and operate in accordance with the provisions of this Law and separate regulations of the Government.
Article 168. Exercise of the rights of state capital owners at companies
1. The State exercises the rights of owners of state capital at companies as follows:
a/ Exercise the rights of an owner as an investor;
b/ Secure and develop the state capital;
c/ Separate the functions of an owner and the function of state administrative management;
d/ Separate the owner's rights and the rights to business autonomy of the companies; respect the rights to do business of the companies;
dd/ Consistently and uniformly exercise the rights and fulfill the obligations of the capital owner.
2. Functions, duties and rights of state owner-representing agencies; mechanisms for exercising the rights of the state capital owner; methods and criteria for evaluating the effectiveness and situation of state capital security and development; mechanisms of coordination, supervision and evaluation of state owner representing agencies; guidelines and measures to rearrange, restructure, reform, and raise the effectiveness of the operations of State-owned companies shall comply with the regulations of law.
3. The Government shall submit the annual aggregated reports on the use of state capital, the development of state capital and state-owned assets at companies to the National Assembly.
Article 169. Establishment of State-owned companies
State-owned companies established after this Law takes effect must be registered, organized, and run in accordance with the provisions of this Law and other relevant laws.
Article 170. Regulations applied to the companies established before this Law takes effect
1. Limited liability companies, joint-stock companies, private companies and partnerships that are established in accordance with the Enterprise Law 1999 are not required to apply for another registration.
2. Foreign-invested companies established before July 01, 2006, except for the cases in Clause 3 of this Article, may choose between:
a/ Applying for another registration to run their business in accordance with this Law and relevant laws. Every foreign-invested company that is established before July 01, 2006, whose operating duration has expired, and wishes to keep operating must apply for another registration before February 01, 2014 under the conditions imposed by the government. In this case, the new registration takes effect from the expiration date on the investment license.
b/ Not applying for another registration. In this case the companies must be run in accordance with the investment license and its charter. This Law and relevant laws shall apply to the operations that are not mentioned in the investment license or the company’s charter.
The company may change its business lines in accordance with the laws on changing business lines at that time if the operating duration in the investment license is not changed.
If the operating duration is change or a change in the business lines leads to a change in the operating duration, the company must apply for another registration according to Point a of this Clause.
The government shall elaborate this Clause
3. The conversion of the foreign-invested companies whose foreign investors have committed to transfer all invested assets to the Vietnamese Government without indemnification after the expiration of the operating duration is subject to approval by competent authorities and government’s regulations.
4. Business households that employ ten or more employees must apply for a company registration in accordance with this Law.
Small business households shall apply for business registration and operate under regulations of the Government.
1. This Law takes effect as from July 1, 2006.
2. This Law replaces the Enterprise Law 1999; the Law on State-owned enterprises 2003, except the case stated in Clause 2, Article 166 of this Law; provisions on the organization, management and operation of companies in the 1996 Law on Foreign Investment in Vietnam and the Law Amending and Supplementing a Number of Articles of the Law on Foreign Investment in Vietnam 2000.
Article 172. Implementation guidance
The Government shall elaborate and provide guidelines for the implementation of this Law.
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- 1 Law no. 60/2005/QH11 of November 29, 2005 on enterprises
- 2 Law No. 38/2009/QH12 of June 19, 2009, amending and supplementing a number of articles of the Laws concerning capital construction investment
- 3 Law No. 37/2013/QH13 of June 20, 2013, amending and supplementing Article 170 of the Law on enterprise
- 4 Law No. 37/2013/QH13 of June 20, 2013, amending and supplementing Article 170 of the Law on enterprise