LAW OF ENTERPRISES 2014

10 July, 2015
NATIONAL ASSEMBLY

——-

             SOCIALIST REPUBLIC OF VIETNAM 

          Independence – Freedom – Happiness 

                              —————

Law No. 68/2014/QH13                    Hanoi, November 26, 2014

 

LAW

ON ENTERPRISES

Pursuant to Constitution of Socialist Republic of Vietnam;

The National Assembly promulgates the Law on enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law deals with the establishment, organization, restructuring, dissolution, and relevant activities of enterprises, including limited liability companies, joint-stock companies, partnerships, sole proprietorships, and groups of enterprises.

Article 2. Regulated entities

Article 3. Application of the Law on Enterprises and specialized laws

If specialized laws contain regulations on establishment, organization, restructuring, dissolution, and relevant activities of enterprises, such regulations shall apply.

Article 4. Interpretation of terms

In this Law, the terms below are construed as follows:

  1. Foreigner means any person who does not have Vietnamese nationality.
  2. Shareholder means any individual or organization that owns at least a share of a joint-stock company.

Founding shareholder means any shareholder that owns at least an ordinary share and whose signature is on the list of founding shareholders of the joint-stock company.

  1. Dividend means a net profit paid to each share in cash or other assets from the residual profit of the joint-stock company after all financial obligations are fulfilled.
  2. Limited liability companies include single-member limited liability companies and multi-member limited liability companies.
  3. National business registration portal means a website used for online business registration and access of information about business registration.
  4. National Enterprise Registration Database means a collection of data about business registration nationwide.
  5. Enterprise means an organization that has its own name, assets, office, and is registered in accordance with law to do business.
  6. State-owned company means any enterprise of which 100% charter capital is held by the State.
  7. Vietnamese company means any enterprise that is established or registered under Vietnam’s law and has its headquarter located in Vietnam.
  8. Permanent residence means the address of the organization’s headquarter or address of the individual’s permanent residence, workplace, or another location that is registered by such person with the enterprise as contact.
  9. Market price of a stake or share means the highest price on the market on the previous day, the price agreed between the seller and the buyer, or the price determined by a professional valuation organization.
  10. Certificate of Business registration means a paper or electronic file issued by the business registration authority to the enterprise which contains information about business registration.
  11. Capital contribution means the contribution of assets to form the company’s charter capital. Capital contribution is either contribution of capital to establish a new enterprise or contribution of additional capital to an existing enterprise.
  12. National business registration information system comprises the National Enterprise Registration Database, national business registration portal, and the system infrastructure.
  13. Valid application means an application that contains adequate documents as prescribed in this Law, and information on which are declared sufficiently as prescribed by law.
  14. Business means the continuous execution of one, some, or all of stages of the investment process such as manufacturing, selling products or services on the market to earn profit.
  15. Related person means any organization or individual that has a direct or indirect relationship with the enterprise, including the following cases:

a) The parent company, the manager of the parent company, and the person competent to designate such manager are related persons of subsidiaries in the same group;

b) Subsidiaries are related person of the parent company in the same group;

c) The person or a group of people who can influence the decision making and operation of the enterprise via a managerial body;

d) The enterprise manager;

dd) Spouse, parents, adoptive parents, children, adopted children, brothers-in-law, sisters-in-law of the enterprise manager or the members/partners/shareholders who have the controlling stake or shares;

e) Any person authorized to represent one of the persons or companies mentioned in Points a, b, c, d, and dd of this Clause;

g) The enterprise in which the persons or companies mentioned in Points a, b, c, d, dd, e, and h of this Clause have enough holding to influence the decision making of the managerial bodies of such enterprise;

h) A group of people who have an agreement to acquire stakes, shares, or interests of the company to have influence over the decision making of the company.

  1. Enterprise managers is the manager of the company or manager of sole proprietorship, who is either an owner of a sole proprietorship, a general partner, the Chairpersons of the Board of members, a member of the Board of members, the company’s President, the Chairperson of the Board of Directors, a member of the Board of Directors, the Director/General Director, or a person holding another managerial position who is entitled to enter into the company’s transactions on behalf of the company according to the company’s charter.
  2. Founder means any organization or individual that establishes or contributes capital to establish an enterprise.
  3. Foreign investor means any organization or individual that is defined as a foreign investor according to the Law on Investment.
  4. Stake means the total value of assets that a member/partner contributes or promises to contribute to a limited liability company or partnership. Stake holding means the ratio of a member/partner’s stake to charter capital of the limited liability company or partnership.
  5. Public services/products are services/products necessary for life and socio-economic conditions of the country or communities of certain areas that the State must provide to ensure common interests or National defense and security; the investment in manufacturing and supply of such services/products under market mechanism is not likely to be recouped.
  6. Company member means any individual or organization that holds part or all of charter capital of a limited liability company or partnership.
  7. Members of a partnership include general partners and capital contributors
  8. Enterprise restructuring is either a total division, partial division, consolidation, acquisition of an enterprise, or conversion of the type of business entity.
  9. Foreign organization means any organization that is established overseas under another country’s law.
  10. Foreign investors’ holding means the total holding of voting capital of all foreign investors in a Vietnamese company.
  11. Voting capital means the stake or shares under the ownership of a person who has the right to vote on the issues within the competence to decide the Board of members or the General Meeting of Shareholders.
  12. Charter capital means the total value of assets that are contributed or promised to be contributed by members/partners when establishing a limited liability company or partnership; or the total face value of shares that are sold or registered when establishing a joint-stock company.

Article 5. State assurance about enterprises and owners of enterprises

The State shall purchase or requisition enterprises’ assets for reasons of National defense and security, national interests, state of emergency, natural disaster response, and pay enterprises according to market prices at such times. The payment or compensation must ensure enterprises’ interests without discrimination between types of business entities.

Article 6. Political organizations and socio-political organizations within enterprises

Article 7. Rights of enterprises

Article 8. Obligations of enterprises

Article 9. Rights and obligations of enterprises providing public services/products

Article 10. Criteria, rights and obligations of social enterprises

a) The enterprise is registered in accordance with this Law;

b) The enterprise’s objective is to resolve social, environmental problems, or to serve public interests;

c) At least 51% of annual profit is used for reinvestment in order to serve the social, environmental purposes as registered.

a) Maintain the objectives and conditions prescribed in Point b and Point c Clause 1 of this Article throughout the operation; any operating enterprise that wishes to convert into a social enterprise, and any social enterprise that wishes to stop operating as a social enterprise shall notify the competent authority to complete necessary procedures;

b) Owners and managers of social enterprises shall be enabled to obtain licenses and relevant certificates as prescribed by law.

c) Seek and receive sponsorships from other individuals, enterprises, non-governmental organizations, other Vietnamese and foreign organizations to cover administrative expense and operating costs of the enterprise;

d) Do not use the sponsorships for purposes other than covering administrative expense and operating costs or resolving social, environmental issues registered by the enterprise;

dd) Submit annual reports on the enterprise’s operation to the competent authority when receiving incentives or support.

Article 11. Retention of enterprise’s documents

a) The company’s charter; internal rules and regulations; member register or shareholder register;

b) Certificate of industrial property rights; Certificate of product quality registration; other licenses and certificates;

c) Documents proving the company’s ownership of its assets;

d) Minutes of meetings of the Board of members, the General Meeting of Shareholders, the Board of Directors; the enterprise’s decisions;

dd) The prospectus for securities issuance;

e) Reports made by the Control Board; conclusions of inspection authorities; conclusions of audit organizations;

g) Accounting books, accounting documents, and annual financial statements.

Article 12. Reporting changes to information about the enterprise’s manager

The enterprise must notify the business registration authority of the changes to the name, address, nationality, ID number, passport number or other ID papers of the following persons within 05 days from the day on which such changes are made:

Article 13. Legal representative

a) The authorized person of the sole proprietorship shall keep performing the legal representative’s rights and obligations within the scope of authorization until the legal representative goes back to work at the enterprise;

b) The authorized person of the limited liability company, joint-stock company, or partnership shall keep performing the legal representative’s rights and obligations within the scope of authorization until the legal representative goes back to work at the enterprise, or until the company owner, the Board of members, or the Board of Directors decides to designate another person as the legal representative of the enterprise.

  1. legally incompetent, or is banned from practicing by the court for smuggling, producing counterfeits, running illegal businesses, tax evasion, fraud, or another crime defined by Criminal Code, the other member is naturally the company’s legal representative until the Board of members makes a decision on company’s legal representatives.

Article 14. Responsibilities of the enterprise’s legal representative

a) Perform the given rights and obligations in a truthful, careful manner to ensure the enterprise’s lawful interests;

b) Act in the best interest of the enterprise; do not use information, secrets, business opportunities of the enterprise; do not misuse the position, power, or property of the enterprise for self-seeking purposes or serving the interest of other entities;

c) Notify the enterprise of the representative and his/her related persons owning or having the controlling stake or shares in other enterprises.

Article 15. Authorized representatives of owners, members, shareholders being organizations

a) A multi-member limited liability company that holds at least 35% of charter capital may appoint up to 03 representatives;

b) A joint-stock company that holds at least 10% of ordinary shares may appoint up to 03 representatives.

a) Full name, enterprise identification number, address of the headquarter of the owner, member, shareholder;

b) The quantity of authorized representatives and their corresponding holding of shares/stake;

c) Full name, permanent residence, nationality, ID number, passport number of each authorized representative;

d) The duration of authorization of each representative, including the beginning date;

dd) Full names, signatures of legal representatives, owners, members, shareholders, and authorized representatives.

a) The authorized representative is legally competent;

b) The authorized representative is not prohibited from establishing and managing enterprises;

c) Members, shareholders being companies of whom >50% of charter capital is held by the State in the form of stake or shares must not appoint their spouses, parents, adoptive parents, children, adopted children, siblings of the manager or the person competent to appoint the company manager as authorized representatives of other companies;

d) The authorized representative satisfies other conditions prescribed by the company’s charter.

Article 16. Responsibilities of authorized representative of owners, members, shareholders being organizations

Article 17. Prohibited acts

Chapter II

ENTERPRISE ESTABLISHMENT

Article 18. The right to establish enterprises, contribute capital, purchase shares/stakes, and manage enterprises

a) Government agencies, armed force units using state-owned property to establish enterprises for self-seeking purposes.

b) Officials and civil servants defined by regulations of law on officials and civil servants;

c) Commissioned officers, non-commissioned officers, workers and civil servants working at units of the army; commissioned officers, non-commissioned officers working at police units, except for those appointed as authorized representatives to manage state capital contributed to other enterprises;

d) Executive officers of state-owned companies, except for those appointed as authorized representatives to manage state capital contributed to other enterprises;

dd) Minors; people that are legally incompetent; organizations without legal status;

e) Any person facing criminal prosecution, serving a prison sentence, undergoing drug rehabilitation, sent to a reform school; or banned from doing business, holding a certain title or doing a certain job by the court; and other cases prescribed by regulations of law on bankruptcy and anti-corruption.

The applicant for enterprise registration must submit the criminal record to the business registration authority at its request.

a) Government agencies, armed force units using state-owned property to establish enterprises for self-seeking purposes;

b) The entities banned prohibited from contributing capital to enterprises as prescribed by regulations of law on officials and civil servants.

a) The income is distributed, in any shape or form, among some or all of the persons mentioned in Point b and Point c Clause 2 of this Article;

b) The income is used to increase the budget of the organization/unit against regulations of law on government budget;

c) The income is added to a fund serving private interests of the organization/unit.

Article 19. Contracts prior to business registration

Article 20. Application for registration of a sole proprietorship

Article 21. Application for registration of a partnership

Article 22. Application for registration of a limited liability company

a) Copies of the ID card or other ID papers of members being individuals;

b) Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of members being organizations.

If a member is a foreign organization, the copy of the Certificate of Business registration or an equivalent document must be consularly legalized.

c) The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

Article 23. Application for registration of a joint-stock company

a) Copies of the ID card or other ID papers of founding shareholders and foreign investors being individuals;

b) Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the Certificate of Business registration or an equivalent document must be consularly legalized.

c) The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

Article 24. Contents of the application form for business registration

Article 25. The company’s charter.

Main contents of the company’s charter:

a) Name, address of the headquarter of the enterprise; names, addresses of its branches and representative office (if any);

b) Business lines;

c) Charter capital; total shares, types of shares, and nominal values of each type of shares if the enterprise is a joint-stock company;

d) Full names, addresses, nationalities, and other information of general partners if the enterprise is a partnership; of the owners or members if the enterprise is a limited liability company; of founding shareholders if the enterprise is a joint-stock company; stakes of each member if the enterprise is a limited liability company or partnership; the quantity of shares, types of shares, and nominal value of each type of the founding shareholders;

dd) Rights and obligations of members/partners if the enterprise is a limited liability company/partnership; of shareholders if the enterprise is a joint-stock company;

e) Organizational structure;

g) The legal representative if the enterprise is a limited liability company or a joint-stock company;

h) Method for ratifying the enterprise’s decisions; rules for resolution of internal dispute;

i) Bases and methods for determination of wages and bonus for managers and controllers;

k) Cases in which a member is entitled to request the enterprise to buy his/her stake (if the enterprise is a limited liability company) or shares (if the enterprise is a joint-stock company);

l) Rules for distribution of post-tax profit and handling of business loss;

m) Cases of dissolution; procedures for dissolution and asset liquidation;

n) Rules for making amendments to the company’s charter.

a) General partners if the enterprise is a partnership;

b) The enterprise’s owner being an individual or the legal representative of the enterprise’s owner being an organization (if the enterprise is a single-member limited liability company);

c) Members being individuals or legal representatives or authorized representatives of the members who are organizations (if the enterprise is a multi-member limited liability company);

c) Founding shareholders being individuals and legal representative or authorized representative of founding shareholders being organizations if the enterprise is a joint-stock company.

a) The President of the Member assembly if the enterprise is a partnership;

b) The owner, legal representative of the owner, or the legal representative if the enterprise is a single-member limited liability company;

c) The legal representative if the enterprise is a multi-member limited liability company or joint-stock company.

Article 26. List of members of a limited liability company, general partners of a partnership, founding shareholders of a joint-stock company

The list of members of a limited liability company, general partners of a partnership, founding shareholders of a joint-stock company must have the following information:

Article 27. Procedures for business registration

Article 28. Issuance of the Certificate of Business registration

a) The registered business lines are not banned;

b) The enterprise’s name is conformable with regulations in Articles 38, 39, 40, and 42 of this Law;

c) The application for business registration is satisfactory;

d) The fee for enterprise registration is fully paid as prescribed by regulations of law on fees and charges.

Article 29. Contents of the Certificate of Business registration

Article 30. Enterprise identification number

Article 31. Registration of changes to the Certificate of Business registration

  1. If the application is rejected, a written notification must be sent to the applicant. The notification must provide explanation and necessary adjustments or additions.

a) The applicant for changes to the Certificate of Business registration shall submit the application to the business registration authority within 15 working days from the effective date of the judgment or decision. The application must be enclosed with a copy of the effective judgment or decision;

b) The business registration authority shall consider and issue a new Certificate of Business registration according to the effective judgment or decision within 03 working days from the day on which the application is received. If the application is rejected, a written notification must be sent to the applicant. The notification must provide explanation and necessary adjustments and additions.

Article 32. Notification of changes to the business registration information

a) Changing the business lines;

b) Changing the founding shareholders if the enterprise is a joint-stock company and shareholders being foreign investors, unless the enterprise is a listed company;

c) Making other changes to the application for enterprise registration.

a) The enterprise’s name, enterprise identification number, address of the headquarter.

b) With regard to shareholders being foreign investors who transfer their shares (the transferors): Names and addresses of foreign shareholders being organizations; full name, nationalities, addresses of shareholders being individuals; their holdings and quantity of shares, types of shares; quantity and types of transferred shares;

c) With regard to shareholders being foreign investors who receive shares transfer (the transferees): Names and addresses of foreign shareholders being organizations; full name, nationalities, addresses of shareholders being individuals; quantity and types of shares received; quantity of shares and corresponding holdings in the company;

d) Full name and signature of the company’s legal representative.

a) The applicant for changes to business registration information shall submit the notification of changes to a competent business registration authority within 10 working days from the effective date of the judgment or decision. The notification must be enclosed with a copy of the effective judgment or decision;

b) The business registration authority shall consider and change the business registration information according to the effective judgment or decision within 03 working days from the day on which the notification is received. If the changes are rejected, a written notification must be sent to the requester. The notification must provide explanation and necessary adjustments and additions.

Article 33. Announcing business registration information

a) The business lines;

b) A list of founding shareholders and shareholders being foreign investors if the enterprise is a joint-stock company.

Article 34. Provision of business registration information

Article 35. Contributed assets

Article 36. Transfer of ownership of contributed assets

a) If asset ownership registration is mandatory or the asset is land use right, the capital contributor must follow procedures for transferring the ownership of such asset or land use right to the company at a competent authority.

The transfer of ownership of contributed assets shall not incur registration fee;

b) If asset ownership registration is not mandatory, the capital contribution shall be recorded in writing.

The transfer record must specify the name and headquarter address of the company; Full name, permanent residence, ID/passport number, establishment decision number or registration number of the contributor; the types and quantity of assets contributed; total value of contributed assets and ratio of contributed assets to the company’s charter capital; the date of transfer; signatures of the contributor or the contributor’s authorized representative and the legal representative of the company;

c) Shares or stakes in the form of assets other than VND, convertible foreign currency, and gold are considered transferred after the legal ownership of such assets is transferred to the company.

Article 37. Assessing contributed assets

If a contributed asset is assessed at a higher value than its true value at the time of contribution, the members or founding shareholders shall contribute an additional amount which is equal to the difference between the assessed value and true value when the valuation is done; and are jointly responsible for the damage caused by deliberate assessment of assets higher values than their actual values.

If the assessed value is higher than the true value of the asset at the time of contribution, the contributor, the owner, members of the Board of members (if the enterprise is a limited liability company or partnership), or members of the Board of Directors (if the enterprise is a joint-stock company) shall contribute an additional amount which is equal to the difference between the assessed value and true value when the valuation is done; and are jointly responsible for the damage caused by deliberate assessment of assets higher values than their actual values.

Article 38. Enterprise’s name

a) The type of business entity. The type of business entity is written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” (limited liability company); “công ty cổ phần” or “công ty CP” (joint-stock company); “công ty hợp danh” or “công ty HD” (partnership); “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” (sole proprietorship);

b) The proper name is written using the Vietnamese alphabet, the letters, F, J, Z, W, digits, and symbols.

Article 39. Prohibitions when naming enterprises

Article 40. Enterprise’s name in foreign language and abbreviated name

Article 41. Names of branches, representative offices, and business locations

Article 42. Used names and confusing names

a) The Vietnamese name chosen by the enterprise is pronounced similarly to the name of a registered enterprise;

b) The abbreviated name chosen by the enterprise is the same as the abbreviated name of a registered enterprise;

c) The foreign language name chosen by the enterprise is the same as the foreign language name of a registered enterprise;

d) The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a digit or a letter (in the Vietnamese alphabet, or the letter F, J, Z, W) right after the chosen proper name;

dd) The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a symbol “&”, “.”, “+”, “-”, “_”;

e) The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a the word “tân” (“new”) before or “mới” after the proper name;

g) The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a word “miền Bắc” (”Northern”), “miền Nam” (”Southern”), “miền Trung” (”Central”), “miền Tây” (”Western”), “miền Đông” (”Eastern”), or a word with similar meanings.

Regulations in Points d, dd, e, and g of this Clause do not apply to subsidiaries of a registered enterprise.

Article 43. Headquarter

The headquarter of a enterprise is a location in Vietnam with an address, which consists of the house number, street, commune, district, province, phone number, fax number, and email address (if any).

Article 44. Enterprise’s seal

a) The enterprise’s name;

b) The enterprise’s ID number.

Article 45. Branches, representative offices, and business locations of the enterprise

Article 46. Establishment of branches, representative offices

a) A notification of the branch/representative office establishment;

b) A copy of the Establishment Decision and minutes of the meeting about the branch/representative office establishment; a copy of the ID card/passport or ID paper of the head of the branch/representative office.

Chapter III

LIMITED LIABILITY COMPANY

Section 1: MULTI-MEMBER LIMITED LIABILITY COMPANY

Article 47. Multi-member limited liability company

a) Members are organizations and/or individuals; the number of members does not exceed 50;

b) Members are liable for debts and other liabilities of the enterprise up to the value of capital they contribute to the enterprise, except for the case in Clause 4 Article 48 of this Law.

c) Stakes of members shall be transferred in accordance with Articles 52, 53, and 54 of this Law.

Article 48. Capital contribution to company establishment and issuance of certificate of capital contribution

a) The member who fails to contribute capital as promised is obviously no longer a company’s member;

b) The member who fails to fully contribute capital as promised shall have the rights proportional to his/her contributed capital;

c) The right to contribute capital of the member who fails to contribute capital shall be offered under a decision of the Board of members.

a) The enterprise’s name, ID number, and headquarter address;

b) The enterprise’s charter capital;

c) Full name, permanent residence, nationality, ID/passport number if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization;

d) The member’s stake and value thereof;

dd) Number and date of issue of certificate of capital contribution;

e) Full name and signature of the company’s legal representative.

Article 49. Member register

a) The enterprise’s name, ID number, and headquarter address;

b) Full names, permanent residences, nationalities, ID/passport numbers of members being individuals; names, establishment decision numbers or company ID numbers, headquarter addresses of members being organizations;

c) Stakes and values thereof; date of capital contribution, types of contributed assets; quantity and value of each type of assets contributed by each member;

d) Signatures of members being individuals or legal representatives of members being organizations;

dd) Numbers and dates of issue of certificates of capital contribution of every member.

Article 50. Rights of members

a) Request meetings of the Board of members to resolve issues within its competence;

b) Inspect, examine books and monitors transactions, accounting books, and annual financial statements;

c) Inspect, examine, copy the member register, meeting minutes, Resolutions of the Board of members, and other documents of the company.

d) Request the Court to annul the resolution of the Board of members within 90 days from the ending date of the meeting if the procedures, conditions for meeting, or contents of such resolution are not correct or not conformable with this Law and the company’s charter.

Article 51. Obligations of member

a) Violations of law;

b) Business operations or transactions that do not serve the company’s interests and cause damage for other persons;

c) Payment of undue debts while the company is facing financial risk.

Article 52. Repurchasing stakes

a) Amendments to the company’s charter that are related to rights and obligations of members and/or the Board of members;

b) Company restructuring;

c) Other cases prescribed by the company’s charter.

The request for repurchase of a stake must be made in writing and sent to the company within 15 days from the day on which the Resolution is ratified as prescribed in this Clause.

Article 53. Transferring stakes

a) Offer the stakes to other members in proportion to their stakes in the company under the same conditions;

b) Only transfer the stake under the same conditions applied other members prescribed in Point a of this Clause to persons other than members if the members do not buy or do not buy completely within 30 days from the offering date.

Article 54. Settlement of stakes in some special cases

  1. If a member being an individual is declared missing by court, his/her asset management according to civil law shall be the company’s member.
  2. legally incompetent, his/her rights and obligations shall be performed by his/her guardian.

a) The inheritor does not wish to become a member;

b) The recipient mentioned in Clause 5 of this Article is not accepted by the Board of members as a member;

c) The member is an organization that has been dissolved or bankrupt.

The recipient is the member’s spouse, parent, child, or a person within three ranks of inheritance, is naturally the company’s member. If the recipient being another person shall only become the company’s member if accepted by the Board of members.

a) Become a company’s member if accepted by the Board of members; or

b) Offer and transfer it in accordance with Article 53 of this Law.

Article 55. Organizational structure

A multi-member limited liability company has a the Board of members, a the Chairperson of the Board of members, a Director/General Director. Every multi-member limited liability company that has 11 members or more shall establish a the Control Board; a company with fewer than 11 members may also establish a the Control Board if necessary for the business administration. Rights, obligations, standards, requirements, and conditions of the Control Board and Chief of the Control Board shall be provided for in the company’s charter.

Article 56. The Board of members

a) Decide the annual business plan and development strategy of the company;

b) Decide the increase or decrease of charter capital; decide the time method for raising additional capital;

c) Decide development investment projects of the company;

d) Decide solutions for market development; marketing, technology transfers; ratifying contracts for taking loans, granting loans, selling assets of which the value is higher than 50% of total asset value written in the latest financial statement (or a smaller rate or value prescribed by the company’s charter);

dd) Elect, dismiss the Chairperson of the Board of members; decide the designation of, dismissal of, conclusion and termination of contracts with the Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

e) Decide the salaries, bonuses, and other benefits for the Chairperson of the Board of members, Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

g) Ratify annual financial statements, plans for use and distribution of profit, or plans for loss settlement of the company;

h) Decide the company’s organizational structure

i) Decide establishment of subsidiaries, branches, and representative offices;

k) Amend the company’s charter;

l) Decide the company restructuring;

m) Decide the dissolution or petition for bankruptcy of the company;

n) Other rights and obligations prescribed by this Law and the company’s charter.

Article 57. Chairperson of the Board of members

a) Prepare the agenda and operation plan of the Board of members;

b) Prepare the agenda, contents, documents of meetings of the Board of members or for absentee voting;

c) Convene and chair meetings of the Board of members or organize the absentee voting;

d) Carry out or organize supervision of implementation of Resolutions of the Board of members;

dd) Sign Resolutions of the Board of members on behalf of the Board of members;

e) Other rights and obligations prescribed by this Law and the company’s charter.

Article 58. Meetings of the Board of members

The Chairperson of the Board of members shall prepare the agenda, documents, and convene meetings of the Board of members. Members may propose additional contents to the agenda in writing. The proposal must contain:

b) The full name, permanent residence, nationality, ID/passport number of if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization; full name, signature of the member or the member’s authorized representative;

b) Proportion of stake, number and date of issue of the certificate of capital contribution;

c) Additional contents;

d) Reasons.

The Chairperson of the Board of members must accept the proposal and change the agenda if such proposal is valid and sent to the company’s headquarter at least 01 working day before the meeting date; if a proposal is put forward right before the meeting, it shall be accepted if the majority of the attending members approve.

The agenda and documents must be sent to the company’s members before the meeting takes place. Documents related to amendments to the company’s charter, approval of the company’s development orientation, approval of annual financial statements, restructuring or dissolution of the company must be sent to the members at least 07 days before the meeting date. Time limits for sending other documents shall be prescribed by the company’s charter.

a) Full names, permanent residences, nationalities, ID/passport numbers of members being individuals; names, establishment decision numbers or company ID numbers, headquarter addresses of members being organizations; proportion of stake, number and date of issue of the certificate of capital contribution of each member that makes the request;

b) Reasons for convening the meeting and issues that need solving;

c) Intended agenda;

d) Full names and signatures of every member that makes the request or their authorized representatives.

In other cases, the Chairperson of the Board of members shall convene a meeting of the Board of members within 15 days from the day on which the request is received.

In case the Chairperson of the Board of members fails to convene a meeting of the Board of members as prescribed, the Chairperson shall be personally responsible for the damage to the company and relevant members. In this case, the member/group of members that makes the request is entitled to convene a meeting of the Board of members. Reasonable expenditures for the convention and organization of the meeting of the Board of members shall be reimbursed by the company.

Article 59. Conditions and formalities of meetings of the Board of members

a) The second meeting shall be held within 15 days from the intended date of the first meeting. The second meeting shall be held when it is attended by a number of members that hold at least 50% of example;

b) If the conditions for holding the second meeting of the Board of members prescribed in Point a Clause 2 of this Article are not satisfied, the third meeting shall be held within 10 working days from the intended date of the second meeting. In this case, the meeting of the Board of members shall be held regardless of the number of attending members and the amount of charter capital held by the attending members.

Article 60. Resolutions of the Board of members

a) Amendments to the company’s charter prescribed in Article 25 of this Law;

b) The company’s development orientation;

c) Election, dismissal of the Chairperson of the Board of members; designation, dismissal of Director/General Director;

d) Approval for the annual financial statement;

dd) Restructuring or dissolution of the company.

a) It receives a number of votes that represents at least 65% of total stakes of attending members, except for the case in Point b of this Clause;

b) In case of a decision to sell assets of which the value is ≥ 50% of total asset value according to the latest financial statement (or a smaller ratio prescribed by the company’s charter; in case of amendments to the company’s charter; in case of restructuring or dissolution of the company, the resolution must receives a number of votes that represents at least 75% of total stakes of attending members

a) Attend and directly vote at the meeting;

b) Authorize another person to attend and cast votes at the meeting;

c) Attend and cast votes through online meeting, cast electronic votes or use another electronic medium;

d) Send votes to the meeting by post, fax, or email.

Article 61. Minutes of meetings of the Board of members

a) Time, location, purposes, agenda of the meeting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that attend the meeting; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that do not attend the meetings;

c) The issues discussed and voted; summary opinions of members about each issue;

d) Total number of valid votes, invalid votes, affirmative votes, and negative votes for each issue.

dd) The decisions ratified;

e) Full names and signatures of the minutes maker and the chair of the meeting.

Article 62. Procedures for ratifying Resolutions of the Board of members by absentee voting

Unless otherwise prescribed by the company’s charter, the procedures for absentee voting to ratify a Resolution shall be as follows:

a) Name, enterprise ID number, headquarter address;

b) The full name, address, Nationality, ID/passport number, stake holding of the member;

c) The issues and responses in the following order: in favour, against, and abstentions;

d) Deadline for submitting the absentee ballot;

dd) Full name and signature of the Chairperson of the Board of members.

An absentee ballot that contains sufficient information, bears the signature of the member, and is sent to the company by the deadline is considered valid;

a) Purposes and the issue of the absentee voting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that submit valid absentee ballots; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that do not submit absentee ballots or that submit invalid absentee ballots;

c) The issues that need voting; summary opinions of members about each issue (if any);

d) Total number of valid absentee ballots, invalid absentee ballots, unsubmitted absentee ballots; total number of valid forms with assenting opinions, those with dissenting opinions with regard to each issue;

dd) The decisions ratified and the corresponding ratio of votes;

e) Full name and signature of the counter and the Chairperson of the Board of members. The counter and the Chairperson of the Board of members are jointly responsible for the accuracy and truthfulness of the report on vote counting result.

Article 63. Effect of Resolution of the Board of members

Unless otherwise prescribed by the company’s charter, the Resolution of the Board of members shall be effective from the day on which it is ratified or from its effective date written therein.

In case a member/group of member request the Court or arbitral tribunal to annul a ratified Resolution, it is still effective until the decision of the Court or arbitral tribunal comes into force.

Article 64. Director/General Director

a) Organize the implementation of Resolutions of the Board of members;

b) Decide the issues related to the company’s everyday business operation;

c) Organize the implementation of the company’s business plans and investment plans;

d) Promulgate the company’s rules and regulations, unless otherwise prescribed by the company’s charter;

dd) Designate, dismiss the company’s managerial positions, except for those within the competence of the Board of members;

e) Sign contracts on behalf of the company, except for those within the competence of the Board of members;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of members;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the company’s charter, employment contract between Director/General Director and the company according to the Resolution of the Board of members.

Article 65. Standards and conditions of Director/General Director

  1. legally competent and is not banned from enterprise management as prescribed in Clause 2 Article 18 of this Law.

Article 66. Wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and managers

Article 67. Contracts and transactions subject to approval by the Board of members

a) Members, authorized representatives of members, Director/General Director, company’s legal representative;

b) Related persons of the persons mentioned in Point a of this Clause;

c) The manager of the parent company, the person competent to designate the manager of the parent company.

d) Related persons of the persons mentioned in Point c of this Clause.

Article 68. Adjustment to charter capital

a) Capital contribution of members is increased;

b) Capital contributions are made by new members.

  1. Every member may transfer the right to contribute capital to another person as prescribed in Article 53 of this Law. Any member who objects to the decision on increase of charter capital may refuse to contribute more capital. In this case, the additional capital contributed by the member shall be split among other members according to their proportion of stakes to the company’s charter capital, unless otherwise agreed among the members.

a) Part of stakes is returned to members according to their stake holding if the company has run for more than 02 consecutive years from the date of business registration, provided the debts and other liabilities can be paid after the return is made.

b) The company repurchases a member’s stake as prescribed in Article 52 of this Law;

c) Charter capital is not contributed fully and punctually by members as prescribed in Article 48 of this Law.

a) Name, ID number, headquarter address of the enterprise;

b) Charter capital, the intended increase or decrease in charter capital;

c) Time, reasons, and methods of increase or decrease;

d) Full name and signature of the company’s legal representative

If charter capital is increased, the notification must be enclosed with the Resolution and meeting minutes of the Board of members. If charter capital is decreased, the notification must be enclosed with the Resolution, meeting minutes of the Board of members, and the latest financial statement. Business registration authority shall update information about increase or decrease in charter capital within 03 working days from the day on which the notification is received.

Article 69. Conditions for profit distribution

The company shall only distribute profits to its members when its business operation is profitable, tax liability and other financial obligations are fulfilled in accordance with law, debts and other liabilities can be paid after profit distribution.

Article 70. Withdrawal of returned stake or distributed profit

When a stake is returned due to an decrease to charter capital against the regulations in Clause 3 Article 68 of this Law, or profits are distributed to members against the regulations in Article 69 of this Law, the members must return the money or assets they receive, or take joint responsibility for the debts and other liabilities of the company until the amount of money or assets returned by the members is equivalent to the decrease in capital or the distributed profits.

Article 71. Responsibilities of the Chairperson of the Board of members, Director/General Director, legal representative, Controllers, and other managers

a) Perform the given rights and obligations in an honest, careful manner to serve the best legitimate interests of the company;

b) Act in the best interest of the company; not use the company’s business opportunities, information, secrets; not abuse power or position; not use the company’s property for self-seeking purpose or serve the interests of another entity;

c) Provide the company with timely, sufficient, and accurate information about the enterprises in which they and their related person own or have the controlling stake or shares;

d) Perform other rights and obligations prescribed by law and the company’s charter.

a) Names, enterprise identification numbers, addresses of headquarters of the enterprises in which they have stakes or shares; holding and time of ownership;

b) Names, enterprise identification numbers, addresses of headquarters of the enterprises in which their related persons have private ownership or joint ownership of shares or stakes that make up over 10% of charter capital.

Article 72. Lawsuits against managers

a) The violations mentioned in Article 71 of this Law;

b) Failure to adhere to or acts against regulations of law or the company’s charter on given rights and obligations; failure to implement or adequately, promptly implement Resolutions of the Board of members;

c) Other cases defined by law and the company’s charter.

Section 2: SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 73. Single-member limited liability company

Article 74. Capital contribution to the company’s establishment

Article 75. Rights of the company’s owner

a) Decide the contents of the company’s charter; amend the company’s charter;

b) Decide the annual business plans and development plans of the company;

c) Decide the organizational structure; designate and dismiss the company’s manager;

d) Decide development investment projects;

dd) Decide solutions for market development, marketing, and technology;

e) Ratify contracts to take loans, contracts to grant loans, and other contracts prescribed by the company’s charter of which the values are equal to or higher than 50% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

g) Decide the sale of assets of which the values are equal to or higher than 50% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

h) Decide increases to the company’s charter capital; transfer part of or all of the company’s charter capital to other organizations and/or individuals;

i) Decide the establishment of subsidiaries, capital contributions to other companies;

k) Supervise and assess the company’s business operation;

l) Decide the use of profit after company’s tax liability and other financial obligations are fulfilled;

m) Decide the company’s restructuring, dissolution, and petition for bankruptcy;

n) Withdraw the entire value of the company’s asset value after the dissolution or bankruptcy process is completed;

o) Exercise other rights prescribed in this Law and the company’s charter.

a) Decide the contents of the company’s charter; amend the company’s charter;

b) Decide the company’s investments, business operation, and administration, unless otherwise prescribed by the company’s charter;

c) Decide increases to the company’s charter capital; transfer part of or all of the company’s charter capital to other organizations and/or individuals;

d) Decide the use of profit after company’s tax liability and other financial obligations are fulfilled;

dd) Decide the company’s restructuring, dissolution, and petition for bankruptcy;

e) Withdraw the entire value of the company’s asset value after the dissolution or bankruptcy process is completed;

g) Exercise other rights prescribed in this Law and the company’s charter.

Article 76. Obligations of the company’s owner

Article 77. Performance of the company’s owner’s rights in some special cases

If the company’s owner being an individual dies without an inheritor or the inheritor renounces the inheritance or has the right to inherit deprived, the owner’s stake shall be settled in accordance with regulations of law on civil affairs.

  1. legally incompetent, rights and obligations of the company’s owner shall be performed by the guardian.

Article 78. Organizational structure of single-member limited liability company under the ownership of an organization

a) The company’s President, Director/General Director, and Controller;

b) The Board of members, Director/General Director, and Controller.

Article 79. The Board of members

The Resolution of the Board of members is effective from the day on which it is ratified or on the date written thereon, unless otherwise prescribed by the company’s charter.

Article 80. The company’s President

Article 81. Director/General Director

a) Organize the implementation of decisions of the Board of members or the company’s President;

b) Decide the issues related to the company’s everyday business operation;

c) Organize the implementation of the company’s business plans and investment plans;

d) Promulgate the company’s rules and regulations;

dd) Designate, dismiss the company’s managers, except for those under the management of the Board of members or the company’s President;

e) Sign contracts on behalf of the company, except for those within the competence of the Chairperson of the Board of members or the company’s President;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of members or the company’s President;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the company’s charter, employment contract between Director/General Director and the Chairperson of the Board of members or the company’s President.

a) be legally competent and not be any of the persons mentioned in Clause 2 Article 18 of this Law;

b) has qualifications and actual experience of the company’s administration, unless otherwise prescribed by the company’s charter.

Article 82. Controllers

a) Inspect the legitimacy, honesty, and cautiousness of the Board of members, the company’s President, and the Director/General Director during the performance of the owner’s rights and business administration;

b) Verify financial statements, business outcome reports, administration reports, and other reports before submitting them to the company’s owner or relevant regulatory bodies; submit verification reports to the company’s owner;

c) Propose solutions, organizational structure, and business administration to the company’s owner;

d) Examine every document of the company at the company’s headquarter, branch, or representative office. Member of the Board of members, the company’s President, Director/General Director, and other managers are obliged to provide sufficient and timely information about the performance of the owner’s rights and business operation at the request of Controllers;

dd) Attend and discuss at meetings of the Board of members and other meetings of the company;

e) Perform other rights and obligations prescribed in the company’s charter or at the request, under decisions of the company’s owner.

a) be legally competent and is not any of the persons mentioned in Clause 2 Article 18 of this Law;

b) not be related persons of members of the Board of members, the company’s President, Director/General Director, and the person competent to directly designate Controllers;

c) has qualifications in and experience of accounting, audit, or qualifications in and actual experience of the company’s business lines, or satisfy other standards and conditions prescribed in the company’s charter.

Article 83. Responsibilities of members of the Board of members, the company’s President, Director/General Director, and Controllers

Article 84. Wages, salaries, and other benefits of managers and Controllers

Article 85. Organizational structure of single-member limited liability company under the ownership of an individual

Article 86. Contracts, transactions between the company and related persons

a) The company’s owner and related persons of the company’s owner;

b) Members of the Board of members, the Director/General Director, and Controllers;

c) Related persons of the persons mentioned in Point b of this Clause;

d) Managers of the company’s owner, persons to designate such managers;

dd) Relevant persons of the persons mentioned in Point d of this Clause.

The person who concludes the contract must send a notification to the Board of members or the company’s President, the Director/General Director, and Controllers of the entities related to such contract/transaction The notification shall be enclosed with the draft contract or main contents of the transaction.

a) Parties to the contract/transaction are independent legal entities with separate interests, rights, obligations, and assets;

b) Prices in the contract/transaction are market prices at the time the contract is concluded or the transaction is made;

c) The company’s owner fulfills the obligations prescribed in Clause 4 Article 76 of this Law.

Article 87. Adjustment to charter capital

a) Part of stakes in the company’s charter capital is returned, provided that the company has continued its business operation for more than 02 years from the business registration date, and that all debts and liabilities can be paid after the return;

b) Charter capital is not provided by the owner fully and punctually as prescribed in Article 74 of this Law.

a) a multi-member limited liability company; the company must register changes to business registration contents within 10 days from the completion of charter capital adjustment; or

b) a joint-stock company as prescribed in Article 196 of this Law.

Chapter IV

STATE-OWNED COMPANIES

Article 88. Regulations applied to state-owned companies

Article 89. Organizational structure

The agency that represents the state ownership (hereinafter referred to as representative agency) shall decide whether to operate the state-owned company in the form of a limited liability company using one of the two models prescribed in Clause 1 Article 78 of this Law.

Article 90. The Board of members

Article 91. Rights and obligations of the Board of members

a) Decide the contents prescribed in the Law on management and use of state capital for investment in enterprises;

b) Decide the establishment, restructuring, dissolution of branches, representative office, and financially dependent units;

c) Decide annual business plans, market development policies, marketing, and technology of the company;

d) Organize internal audits and decide establishment of the internal audit unit.

dd) Perform other rights and obligations prescribed by this Law, relevant regulations of law, and the company’s charter.

Article 92. Conditions and standards of members of the Board of members

A member of the Board of members must:

Article 93. Discharge and dismissal of members of the Board of members

a) fails to satisfy the standards and requirements in Article 92 of this Law;

b) tenders a resignation and the resignation is accepted in writing by the representative agency;

c) receives a decision on resignation or retirement;

d) is not capable of the given tasks or legally incompetent;

dd) is not healthy enough or does not have sufficient prestige to hold the position of member of the Board of members.

a) The company fails to achieve annual targets; fails to maintain and develop capital at the request of the representative agency without justifiable explanation or the explanation that is accepted by the representative agency.

b) The person is prosecuted and is declared guilty by the Court;

c) The person is not honest during the performance of his/her rights and duties; abuses of power or position; uses the company’s property for self-seeking purpose or serve the interests of another entity; provide false information about the company’s business outcomes.

Article 94. Chairperson of the Board of members

a) Build up quarterly and annual operation plans of the Board of members;

b) Prepare agenda, documents serving the meeting, or absentee voting of the Board of members;

c) Convene and chair meetings of the Board of members or carry out the absentee voting;

d) Organize the implementation of Resolutions of the representative agency and the Board of members;

dd) Organize supervision, directly supervise and assess achievements of strategic targets, the company’s performance, the Director’s or General Director’s performance;

e) Provide, disclose information about the company in accordance with law; take responsibility for the sufficiency, accuracy, truthfulness, and systematicness of the information disclosed;

g) Perform other rights and obligations prescribed by this Law, relevant regulations of law, and the company’s charter.

Article 95. Rights and obligations of other members of the Board of members

Article 96. Responsibilities of the Chairperson and other members

Article 97. Working conditions, requirements and methods for convening meetings of the Board of members

The Board of members may convene extraordinary meetings to resolve urgent issues at the request of the organization that represents the company’s owner or at the request of the Chairperson of the Board of members or when it is requested by more than 50% of members of the Board of members, by the Director/General Director.

  1. absentee voting of members of the Board of members, the Resolution of the Board of members shall be ratified when it is approved by a majority of the members.

A Resolution may be approved by using multiple copies of the same copy if each copy bears at least a signature of a member of the Board of members.

a) Time, location, purposes, agenda of the meeting; list of attending members; issues to be discussed and voted; summary of opinions of each member about each issue;

b) The numbers of affirmative votes and negative votes and abstentions (if applied)

c) The decisions ratified, full names and signatures of attending members.

Article 98. The company’s President

Article 99. Director/General Director

a) Organize the implementation of the company’s business plans and investment plans and assess the results thereof;

b) Organize the implementation of Resolutions of the Board of members, the company’s President, and the representative agency; assess the result thereof;

c) Decide the company’s everyday tasks;

d) Promulgate the company’s rules and regulations, which have been approved by the Board of members or the company’s President;

dd) Sign contracts, agreements on behalf of the company, except for those within the competence of the Chairperson of the Board of members or the company’s President;

e) Designate, hire, dismiss, discharge from duty, terminate employment contracts with the company’s managers, except for those under the management of the Board of members or the company’s President;

g) Hire employees;

h) Make and submit quarterly, annual reports on achievement of business targets, annual financial statement to the Board of members or the company’s President;

i) Propose restructuring plan where necessary;

k) Propose distribution and use of post-profit and other financial obligations of the company;

l) Perform other rights and obligations prescribed by law and the company’s charter.

Article 100. Standards and conditions of Director/General Director

The Director/Deputy Director must:

Article 101. Dismissal, discharge from duty of Director/General Director and other managers

a) fails to satisfy the standards and requirements in Article 100 of this Law;

b) tenders a resignation.

a) The enterprise fails to preserve the capital as prescribed by law;

b) The enterprise fails to achieve annual business targets;

c) The qualifications and competency of the Director/General Director do not meet the requirements for the new business plan and development strategy of the enterprise.

d) The enterprise commits violations of law or its business operation is against the law;

dd) Any of the manager’s duties is violated according to Article 96 of this law;

e) Other cases prescribed by the company’s charter.

Article 102. Control Board

a) Supervise the implementation of development plans, business plans, achievement of strategic targets and planned targets of the company;

b) Supervise, assess the performance of rights and obligations of members of the Board of members, the Board of members, Director/General Director of the company;

c) Supervise, assess the effect and conformity with regulations on internal audit, risk management and reduction, reporting, and other administrative regulations of the company;

d) Supervise the legitimacy, systematicness, and truthfulness of accounting works, accounting books, financial statements, appendices and relevant documents;

dd) Supervise transactions between the company and related parties;

e) Supervise implementation of major projects of investment, major or unusual purchases, sales, and other transactions of the company;

g) Make and send report on assessment, proposals mentioned in Points a, b, c, d, dd, and e of this Clause to the representative agency and the Board of members;

h) Perform other rights and obligations at the request of the representative agency or according to the company’s charter.

Article 103. Conditions and standards of Controllers

A Controller must:

a) The head and deputy head of the representative agency;

b) Members of the Board of members of the company;

c) Deputy Director/Deputy General Director and Chief accountant of the company;

d) Other Controllers of the company.

Article 104. Rights of the Control Board and Controllers

Article 105. Working mode of the Control Board and Controllers

Article 106. Responsibilities of Controllers

Article 107. Dismissal and discharge from duty of Controllers

a) no longer meets the standards and requirements in Article 103 of this Law;

b) tenders a resignation and the resignation is accepted by the representative agency;

c) is requested by the representative agency or another competent authorities to undertake other tasks;

d) Other cases prescribed by the company’s charter.

a) fails to fulfilled the given tasks and duties;

b) fails to perform his/her rights and obligations for 03 consecutive months, except for force majeure events;

c) commits serious violations or repeat violations against Controllers’ duties prescribed in this Law and the company’s charter;

d) Other cases prescribed by the company’s charter.

Article 108. Periodic information provision

a) Basic information about the company and the company’s charter;

b) Overall targets, specific targets of the annual business plan;

c) Report and summary of the annual financial statement which has been audited by a independent audit organization within 150 days from the end of the fiscal year;

d) Report and summary of the mid-year financial statement which has been audited by a independent audit organization; this information must be provided before July 31 every year;

The information to be provided mentioned in Point c and Point d of this Clause includes financial statements of the parent company and the consolidated financial statement;

dd) Report on implementation of the annual business plans and those of the latest 03 years before the reported year;

e) Reports on fulfillment of public duties given according to plan or bidding (if any) and other social duties;

g) Report on the company’s administration and organizational structure.

a) Information about the representative agency, the head and deputy head of the representative agency;

b) Information about the company’s manager, including his/her qualifications, professional experience, managerial positions they held, method of designation, current positions, their salaries, bonuses, method of payment of salaries and other benefits; their related persons and related interests to the company; the manager’s annual self-assessment;

c) Relevant decisions of the representative agency; decisions, Resolutions of the Board of members or the company’s President;

d) Information about the Control Board, Controllers, and their activities;

dd) Information about Employee Congresses, average quantity of employees every year and on the reporting date; annual average salary and other benefits of an employee;

e) Report on conclusion of inspecting body (if any) and reports of the Control Board, Controllers;

g) Information about related parties of the company, transactions between the company and related parties;

h) Other information prescribed by the company’s charter.

Article 109. Extraordinary information disclosure

a) The company’s bank account is frozen or unfrozen;

b) Part of or all of the business operation is suspended; the Certificate of Business registration, license for establishment, license for establishment and operation, or any license related to the company’s business is revoked;

c) The Certificate of Business registration, license for establishment, license for establishment and operation, or any license/certificate related to the company’s operation is adjusted;

d) Replacement of managers, including members of the Board of members, the company’s President, Director/General Director or Deputy Director/Deputy General Director, Chief Controller, Controllers, Chief accountant, Head of Finance and Accounting Department;

dd) There is a decision on disciplinary action, prosecution, a court’s sentence of decision against one of the enterprise’s manager;

e) The inspecting body or tax authority concludes that the enterprise commits violations of law;

g) There is a decision to change the independent audit organization or the financial audit is refused;

h) There is a decision on establishment, dissolution, amalgamation, merger, conversion of subsidiaries; decision on investment, capital decrease, or withdrawal capital in other companies.

Chapter V

JOINT-STOCK COMPANIES

Article 110. JOINT-STOCK COMPANIES

a) Charter capital is split into multiple units of equal value called shares;

b) Shareholders may be organizations and individuals; the minimum quantity of shareholders is 03; the maximum quantity is not restricted.

c) Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise;

d) Shareholders are entitled to transfer their shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law.

Article 111. Capital of joint-stock companies

a) According to a decision of the General Meeting of Shareholders, the company returns part of the stakes to shareholders in proportion to their holding, provided that the company has continued its business operation for more than 02 years from the business registration date, and that all debts and liabilities can be paid after the return;

b) The company repurchases issued shares as prescribed in Article 129 and Article 130 of this Law;

c) Charter capital is not contributed fully and punctually by members as prescribed in Article 112 of this Law.

Article 112. Payment for shares registered upon business registration

a) The shareholders that fails to pay for the registered shares is obviously no longer a shareholder of the company and must not transfer the call option to another person;

b) The shareholder that pays for part of the registered shares shall have the right to vote, receive dividends, and other rights corresponding to the paid shares; must not transfer the call option of the unpaid shares to another person;

c) The unpaid shares shall be considered unsold shares, which may be offered by the Board of Directors;

d) The company shall register an adjustment to charter capital to the total face value of shares paid fully and change of founding shareholders within 30 days from the deadline for paying for registered shares mentioned in Clause 1 of this Article.

Article 113. Types of shares

a) Voting preference shares;

b) Shares with preferred dividends;

c) Redeemable preferred shares;

d) Other preferred shares defined by the company’s charter.

Article 114. Rights of ordinary shareholders

a) Attend and give opinions at the General Meetings of Shareholders; exercise the right to vote directly or via an authorized representative or in another form permitted by law or the company’s charter. Each ordinary share has a vote;

b) Receive dividends at a rate decided by the General Meeting of Shareholders;

c) Has the preemptive right when buying newly-offered shares in proportion to his/her ordinary shares;

d) Transfer his/her shares to other persons, except for the cases in Clause 3 Article 119 and Clause 1 Article 126 of this Law;

dd) Examine and collect information from the List of shareholders having voting right; request adjustments to incorrect information;

e) Examine, copy the company’s charter, minutes of General Meeting of Shareholders, and Resolutions of the General Meeting of Shareholders;

g) Receive a proportion of remaining asset which is proportional to his/her holdings when the company is dissolved or bankrupt.

a) Nominate candidates for the Board of Directors and the Control Board;

b) Examine, copy minutes of meetings and Resolutions of the Board of Directors, mid-year and annual financial statement using the forms of Vietnam’s Accounting System, and reports of the Control Board;

c) Request convention of the General Meeting of Shareholders in the cases mentioned in Clause 3 of this Article;

d) Request the Control Board to inspect each issue related to the company’s administration where necessary. The request shall be made in writing, bear the full name, address, Nationality, ID/passport number if the shareholder is an individual; name, permanent residence, nationality, establishment decision number or business registration number if the shareholder is an organization; the holding and time of shares registration of each shareholder; total shares of the group of shareholders and the proportion of shares to the company’s total shares; the issues that need inspecting, and inspection purposes;

dd) Exercise other rights prescribed in this Law and the company’s charter.

a) The Board of Directors commits serious violations against the rights of share holders, obligations of managers, or make decisions ultra vires;

b) The term of office of the current the Board of Directors has exceeded 06 months and a new the Board of Directors is not elected;

c) Other cases prescribed by the company’s charter.

The request for convention of the General Meeting of Shareholders shall be made in writing, bear the full name, address, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, and headquarter address if the shareholder is an organization; the holding and time of shares registration of each shareholder; total shares of the whole group of shareholders and the proportion of shares to the company’s total shares; the basis and reason for requesting the convention of the General Meeting of Shareholders. The request must be enclosed with documents and evidence of violations committed by the Board of Directors, seriousness of the violations, or the decisions made ultra vires.

a) Ordinary shareholders shall form a group to nominate candidates to the Board of Directors and the Control Board shall notify the meetings of groups of attending shareholders before the opening of the General Meeting of Shareholders;

b) According to the number of Members of the Board of Directors and the Control Board, the shareholder or group of shareholders mentioned in Clause 2 of this Article shall nominate one or some candidates for the Board of Directors and the Control Board under a decision of the General Meeting of Shareholders. In case the number of candidates nominated is smaller than the maximum number of candidates they may nominate according to a decision of the General Meeting of Shareholders, other candidates shall be nominated by the Board of Directors, the Control Board, and other shareholders.

Article 115. Rights of ordinary shareholders

Do not withdraw capital contributed by ordinary shares in any shape or form, unless such shares are repurchased by the company or other persons. In case a shareholder withdraws part of or all of the share capital contributed against this Clause, such shareholder and people with related interests in the company are jointly responsible for the debts and other liabilities of the company up to the value of withdrawn shares and the damage caused.

Article 116. Voting preference shares and rights of holders thereof

a) Vote on the issues within the competence of the General Meeting of Shareholders with the number of votes prescribed in Clause 1 of this Article;

b) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

Article 117. Shares with preferred dividends and rights of holders thereof

a) Receive dividends as prescribed in Clause 1 of this Article;

b) Receive a proportion of remaining assets corresponding to their holding upon the company’s dissolution or bankruptcy after the company has paid all debts and redeemable preferred shares;

c) Exercise other rights of ordinary shareholders, except for the case in Clause 3 of this Article.

Article 118. Redeemable preferred shares and rights of holders thereof

Article 119. Ordinary shares of founding shareholders

If there are no founding shareholders, the company’s charter enclosed with the application for enterprise registration must bear the signature of the legal representative or ordinary shareholders of such company.

Article 120. Share certificates

a) Name, ID number, headquarter address of the enterprise;

b) Amount and type of shares;

c) Face value of each share and total face value of shares written on the share certificate;

d) Full name, address, Nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and headquarter address if the shareholder is an organization;

dd) Summary of procedures for Share transfer;

e) Signature of the legal representative and the company’s seal (if any);

g) Registration number in the shareholder register and share issuance date;

h) Preferred share certificates shall contain other information prescribed in Articles 116, 117 and 118 of this Law.

  1. The legal representative of the company shall take responsibility for the damage caused by such mistakes.

The request must contain the following information:

a) The share certificate that is lost, damaged, or otherwise destroyed. In case the share certificate is lost, the shareholder must make a commitment that a thorough search for it has been carried out and it will be returned to the company for destruction purpose if it is ever found.

b) Assumption of responsibility for disputes over issuance of the new share certificate.

With regard to any share the total face value of which is over VND 10 million, before receiving the request for issuance of a new share certificate, company’s legal representative may request the holder to post a notification of the share certificate that is lost, damaged, or otherwise destroyed, then request the company to issue a new share certificate after 15 days from the day on which the notification is posted.

Article 121. Shareholder register

a) Name, headquarter address of the company;

b) Total number of authorized shares, types of authorized shares, and number of each type of authorized shares;

c) Total sold shares of each type and value of contributed share capital;

d) Full name, permanent residence, Nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and the headquarter address if the shareholder is an organization;

dd) Amount of each type of shares held by each shareholder; date of shares registration.

Article 122. Share offering

a) Offering of shares to existing shareholders;

b) Public offering of shares;

c) Private placement of shares.

Article 123. Private placement of shares

The private placement shares of a joint-stock company other than a public joint-stock company shall be carried out as follows:

a) The Resolution of the General Meeting of Shareholders on private placement;

b) The private placement plan ratified by the General Meeting of Shareholders (if any);

a) Name, ID number, headquarter address of the enterprise;

b) Intended total amount of shares to be offered; types of shares to be offered, and amount of each type;

c) Time and method of offering;

d) Full name and signature of the company’s legal representative;

Article 124. Offering of shares to existing shareholders

a) The company shall send written notifications to shareholders’ permanent residences or mailing addresses by registered mails according to the shareholder register at least 15 days before the deadline for registering to buy shares;

b) The notification shall contain the full name, address, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, headquarter address if the shareholder is an organization; the shares and holding in the company; total amount of shares to be offered, amount of shares may be purchased by shareholders; offer prices; deadline for registration; full name and signature of the company’s legal representative. The notification of be enclosed with the registration form issued by the company. If the registration form is not sent to the company by the notified deadline, the shareholder shall no longer have the preemptive right to buy shares;

c) Shareholders are entitled to transfer their preemptive right to buy shares to other people.

  1. In this case, information about the shareholder mentioned in Clause 2 Article 121 of this Law shall be Recipients written in the shareholder register to certify the shareholder’s ownership of shares of the company.

Article 125. Selling shares

The Board of Directors shall decide the time, method of sale, and selling prices of shares. Selling prices of shares must not fall below the market price on the offering date or the latest book value of shares, except for the following cases:

Article 126. Share transfer

  1. Where the company’s charter contains regulations on restriction on share transfer, these regulations are only effective when they are written on the corresponding shares.

Article 127. Bond issuance

Article 128. Purchases of shares and bonds

Shares, bonds of a joint-stock companies may be purchased with Vietnam Dong, convertible foreign currencies, gold, land use right value, value of intellectual property rights, technologies, technical secrets, and other assets prescribed by the company’s charter. The payment shall be made in a lump sum.

Article 129. Repurchase of shares at the request of shareholders

  1. If an agreement on the price is not reached, both parties may request a professional valuation organization to carry out the valuation. The company shall recommend at least 03 professional valuation organizations for shareholders to choose. The decision given by such organization shall be final.

Article 130. Repurchase of shares under the company’s decision

The company may repurchase up to 30% of total ordinary shares that are sold, part of or all of shares with preferred dividends that are sold as follows:

Any shareholder that agrees to resell his/her shares shall send the offering by registered mail to the company within 30 days from the notification date. The offering shall contain the full name, permanent residence, Nationality, ID/passport number if the shareholder is an individual, name, enterprise identification number or establishment decision number, headquarter address if the shareholder is an organization; the shares being held and the shares being offered; method of payment, signature of the shareholder or the shareholder’s legal representative. The company shall only repurchase shares offered by the said deadline.

Article 131. Conditions for payment and settlement of repurchased shares

Article 132. Dividend payment

a) The company has fulfilled tax liability and other financial obligations as prescribed by law;

b) The company’s funds have been established and developed; previous losses are fully offset against as prescribed by law and the company’s charter;

c) Right after the dividend is fully paid, the company is still able to pay due debts and other liabilities.

a) Name, headquarter address of the company;

b) Full names, permanent residences, nationalities, ID/passport numbers of shareholders being individuals;

c) Names, enterprise ID numbers or establishment decision numbers, and the headquarter addresses of shareholders being organizations;

d) Amount of each type of shares of shareholder; level of dividend on each type of shares, and total dividend received by the shareholder;

dd) Time and method of dividend payment;

e) Full name and signature of the Chairperson of the Board of Directors and company’s legal representative.

Article 133. Withdrawal of payment for repurchased shares or dividends

If repurchased shares are paid against regulations in Clause 1 Article 131 of this Law or dividends are paid against regulations in Article 132 of this Law, the shareholders shall return the company the money or assets received; in case a shareholder is not able to return them, all members of the Board of Directors shall be jointly responsible for the debts and liabilities up to the value of money or assets that are not returned by shareholders.

Article 134. Organizational structure of a joint-stock company

a) The General Meeting of Shareholders, the Board of Directors, the Control Board, and the Director/General Director. If the joint-stock company has fewer than 11 shareholders and the shareholders being organizations hold less than 50% of total shares of the company, the Control Board is not necessary;

b)The General Meeting of Shareholders, the Board of Directors, and the Director/General Director. In this case, at least 20% of members of the Board of Directors must be independent members and there must be an internal Control Board affiliated to the Board of Directors. Independent members shall play the roles supervisors and control the company’s administration.

Article 135. General Meeting of Shareholders

a) Ratify the company’s development orientation;

b) Decide the types of shares and amount of each type of authorized shares; decide annual dividend payment of each type of shares;

c) Elect, dismiss, discharge from duty members of the Board of Directors and Controllers;

d) Decide investment or sale of assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless a smaller rate is prescribed by the company’s charter;

dd) Decide amendments to the company’s charter;

e) Ratify annual financial statements;

g) Decide repurchase of more than 10% of total sold shares of each type;

h) Consider taking actions against violations committed by the Board of Directors and the Control Board that cause damage to the company and its shareholders;

i) Decide the company’s restructuring and dissolution;

k) Perform other rights and obligations prescribed by this Law and the company’s charter.

Article 136. Power to convene General Meetings of Shareholders

The Annual General Meeting of Shareholders shall discuss and ratify the following issues:

a) The company’s annual business plan;

b) The annual financial statement;

c) Report of the Board of Directors on business administration and performance of the Board of Directors and each member thereof;

d) Report of the Control Board on the company’s business outcome, performance of the Board of Directors, Director/General Director;

dd) Self-assessment report of the Control Board and each Controller;

e) Level of dividend on each share of each type;

g) Other issues within the competence of the General Meeting of Shareholders.

a) The meeting is deemed necessary for the company’s interests;

b) The number of remaining members of the Board of Directors, the Control Board is smaller than the minimum number prescribed by law;

c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 144 of this Law;

d) At the request of the Control Board;

dd) Other cases prescribed by law and the company’s charter.

If the Board of Directors fails to convene the General Meeting of Shareholders as prescribed, the Chairperson of the Board of Directors and members of the Board of Directors shall take legal responsibility and pay compensation for any damage to the company.

If the Control Board fails to convene the General Meeting of Shareholders as prescribed, the Control Board shall take legal responsibility and pay compensation for any damage to the company.

a) Make a list of shareholders entitled to attend the meeting;

b) Provide information and settle complaints about the list of shareholders;

c) Prepare the program and agenda of the meeting;

d) Prepare documents for the meeting;

dd) Draft Resolutions of the General Meeting of Shareholders according to the intended contents of the meeting; compile the list and descriptions of candidates for the Board of Directors and the Control Board;

e) Determine the time and location of the meeting;

g) Send invitations to every shareholders entitled to attend the meeting as prescribed in this Law;

h) Perform other tasks serving the meeting.

Article 137. List of shareholders entitled to attend General Meeting of Shareholders

Article 138. Agenda and contents of General Meeting of Shareholders

a) The proposal is not sent by the deadline; or the proposal is not adequate or not valid;

b) The proposed issue is beyond the competence of the General Meeting of Shareholders;

c) Other cases prescribed by the company’s charter.

Article 139. Invitation to General Meeting of Shareholders

a) The agenda, documents used during the meeting, and draft resolution on each issue on the agenda;

b) The ballot;

c) The form to appoint authorized representative to attend the meeting.

Article 140. Exercising the right to attend General Meeting of Shareholders

The authorization of representatives to attend the General Meeting of Shareholders must be made in writing using the form provided by the company. The persons authorized to attend the General Meeting of Shareholders must present the letters of authorization before entering the meeting room.

a) The shareholder attends and directly casts votes at the meeting;

b) The shareholder authorizes another person to attend and cast votes at the meeting;

c) The shareholder attends and casts votes through online meeting, electronic voting, or using another electronic medium;

d) The shareholder sends votes to the meeting by post, fax, or email.

Article 141. Conditions for convening General Meeting of Shareholders

  1. In this case, the second General Meeting of Shareholders shall be held regardless of the number of votes of the attending shareholders.

Article 142. Meeting and voting process at General Meeting of Shareholders

Unless otherwise prescribed by the company’s charter, meeting and voting process at General Meeting of Shareholders shall be as follows:

a) The Chairperson of the Board of Directors shall chair the meetings convened by the Board of Directors; In case the Chairperson is temporarily absent or not capable of working, other members of the Board of Directors shall elect one of them to chair the meeting under the majority rule; If a chair is not elected, the Chief of the Control Board shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

b) In other cases, the person that signs the decision to convene the General Meeting of Shareholders shall direct the General Meeting of Shareholders to elect a chair and the person that receives most votes shall chair the meeting;

c) The chair shall appoint one or some people as the secretary(ies);

d) The General Meeting of Shareholders shall elect one or some people to the counting board at the request of the chair;

a) Request all participants to undergo inspection or other legitimate, reasonable security measures;

b) Request competent authorities to maintain order at the meeting; expel those who act against the chair’s direction, cause disruption, obstruct the normal progress of the meeting, or refuse to comply with security check requirements from the General Meeting of Shareholders;

a) The current location does not have convenient seats for all participants;

b) Communication devices at the current location are not sufficient for attending shareholders to discuss and vote;

c) There is a participant that disrupts the order and threatens to obstruct the fair and legal progress of the meeting.

The delay shall not exceed 03 days from the initial opening date;

Article 143. Formalities to ratify Resolutions of the General Meeting of Shareholders

a) Amendments to the company’s charter;

b) The company’s development orientation;

c) Types of shares and total amount of each type;

d) Election, dismissal, discharge from duty of members of the Board of Directors and the Control Board;

dd) Decision to make investments or sell assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

e) Ratify annual financial statements;

g) Restructuring or dissolution of the company.

Article 144. Conditions for a Resolution to be ratified

a) Types of shares and total amount of each type;

b) Changes of business lines;

c) Change of the company’s organizational structure;

d) Project of investment or sale assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

dd) Restructuring or dissolution of the company;

e) Other cases defined by the company’s charter.

Article 145. Power and formalities to carry out absentee voting of shareholders to ratify Resolutions of the General Meeting of Shareholders

Unless otherwise prescribed by the company’s charter, the power and formalities to carry out absentee voting of shareholders by to ratify Resolutions of the General Meeting of Shareholdersshall be as follows:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes of the voting;

d) Full name, permanent residence, nationality, ID/passport number if the shareholder is an individual; name, enterprise identification number or establishment decision number, and the headquarter address if the shareholder is an organization; or full name, permanent residence, nationality, ID/passport number of the authorized representative if the shareholder is an organization; Amount of shares of each type and number of votes of the shareholder.

d) The issues that need voting;

dd) Options including affirmative, negative, and abstentions;

e) Deadline for submitting the completed absentee ballot to the company;

g) Full name and signature of the Chairperson of the Board of Directors and company’s legal representative;

a) By post. The completed absentee ballots must bear the signature of the shareholder if the shareholder is an individual, or signature of the authorized representative or legal representative if the shareholder is an organization. Every absentee ballot sent to the company must be put into sealed envelopes. Envelopes must not be opened before counting;

b) By fax or email. Absentee ballots sent by fax or email must be kept confidential until the vote counting time.

Absentee ballots sent to the company after the deadline written therein, absentee ballots sent by post in envelopes that are opened, absentee ballots sent by fax or email that are revealed are all invalid. If a absentee ballot is not submitted, it will be excluded from voting;

The vote counting record must contain the following information:

a) Name, ID number, headquarter address of the enterprise;

b) Purposes and issues that need voting;

c) The number of shareholders and total number of votes casted. The numbers of valid and invalid votes, methods of sending, enclosed with the list of voting shareholders;

d) Total number of affirmative votes, negative votes, and abstentions on each issue;

dd) The issues ratified;

e) Full name and signature of the Chairperson of the Board of Directors, the company’s legal representative, vote counting supervisors, and vote counters.

Members of the Board of Directors, vote counters and vote counting supervisors are jointly responsible for the truthfulness, accuracy of the vote counting record; jointly responsible for damage caused by the decisions ratified because of untruthful, incorrect counts of votes;

Article 146. Minutes of General Meeting of Shareholders

a) Name, ID number, headquarter address of the enterprise;

b) Time and location of the General Meeting of Shareholders;

c) Agenda and contents of the meeting;

d) Full names of the chair and secretary

dd) Summary of the meeting and opinions given at the General Meeting of Shareholders with regard to each issue on the agenda;

e) The number of shareholders and total number of votes of attending shareholders; list of registered shareholders, representatives of shareholders, corresponding amount shares and votes;

g) Total votes on each issue, specifying the voting method, numbers of valid votes, invalid votes, affirmative votes, negative votes; corresponding ratio to total votes of attending shareholders;

h) The issues ratified and corresponding ratio of affirmative votes;

i) Signatures of the chair and secretary.

The minutes made in Vietnamese language and foreign languages shall have equal legal effectiveness. In case of any discrepancies between the Vietnamese version and foreign language version, the Vietnamese version shall prevail.

The minutes of the General Meeting of Shareholders must be send to every shareholder within 15 days from the ending date of the meeting; the vote counting record may be posted on the company’s website (if any) instead of being sent to shareholders.

The minutes of the General Meeting of Shareholders, list of registered shareholders, ratified Resolutions, and relevant documents enclosed with the invitations must be kept at the company’s headquarter.

Article 147. Request for annulment of Resolutions of the General Meeting of Shareholders

Within 90 days from the day on which the minutes or the vote counting record is received, the shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law may request a court or arbitral tribunal to consider annulling the Resolution or part of the Resolution of the General Meeting of Shareholders in the following cases:

Article 148. Effect of Resolutions of the General Meeting of Shareholders

Article 149. Board of Directors

a) Decide the strategies, midterm development plans, and annual business plans of the company;

b) Propose types of shares and total authorized shares of each type;

c) Decide the sale of new shares within the amount of authorized shares of each type; decide to raise additional capital in other manners;

d) Decide selling prices of the company’s shares and bonds;

dd) Decide repurchases of shares according to Clause 1 Article 130 of this Law;

e) Decide investment plans and projects of investment within its competence and limits prescribed by law;

g) Decide solutions for market development, marketing, and technology;

h) Approve sale, loan, borrowing contracts, and other contracts of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless another rate is prescribed by the company’s charter. This Point does not apply to the contracts and transactions mentioned in Point d Clause 2 Article 135, Clause 1 and Clause 3 Article 162 of this Law;

i) Elect, dismiss, discharge from duty the Chairperson of the Board of Directors; designate, dismiss, sign contracts, terminate contracts with the Director/General Director and other key managers prescribed by the company’s charter; decide salaries and other benefits of such managers; appoint representative to participate in the Board of members or the General Meeting of Shareholders of another company; decide the wages and other benefits of such persons;

k) Supervise, direct the Director/General Director and other managers to run the company’s everyday business operation;

l) Decide the organizational structure, rules and regulations of the company, establishment of subsidiaries, branches, representative office, capital contributions to or purchase of shares of other enterprises;

m) Approve the agenda and documents of the General Meeting of Shareholders, convene the General Meeting of Shareholders or carry out absentee voting for the General Meeting of Shareholders to ratify decisions;

n) Submit annual financial statements to the General Meeting of Shareholders;

o) Propose the level of dividend payment; decide the deadline and procedures for dividend payment or settlement of losses incurred during the business operation;

p) Propose restructuring, dissolution, petition for bankruptcy of the company;

q) Perform other rights and obligations prescribed in this Law and the company’s charter.

Article 150. Term of office and number of Members of the Board of Directors

Article 151. Standards and conditions for Members of the Board of Directors

a) be legally competent, not be banned from business administration as prescribed in Clause 2 Article 18 of this Article;

b) has qualifications and experience of business administration; Members of the Board of Directors are not necessarily shareholders of the company, unless otherwise prescribed by the company’s charter.

c) Members of the Board of Directors may concurrently hold the position of Members of the Board of Directors of other companies.

d) With regard to the subsidiaries over 50% of charter capital of which is held by the State, Members of the Board of Directors must not be spouses, parents, adoptive parents, children, adopted children, siblings of the Director/General Director and other managers of the building work; must not be related persons of the manager and the person competent to designate the manager of the parent company.

a) Not be a current employee of the company or its subsidiaries; not be a person that used to work for the company or the company’s subsidiaries over the previous 03 consecutive years.

b) Not be a person receiving salaries, wages from the company, except for the benefits to which Members of the Board of Directors are entitled;

c) not have a spouse, birth parent, adoptive parent, birth child, adopted child, or sibling being a major shareholder of the company, being a manager of the company or the company’s subsidiary;

d) not directly or indirectly hold at least 1% of the company’s voting shares;

dd) Not ever hold the position of Member of the Board of Directors, the Control Board over at least the previous 05 consecutive years.

Article 152. Chairperson of the Board of Directors

a) Formulate operation plans of the Board of Directors;

b) Prepare the agenda, contents, and documents of meetings; convene and chair meetings of the Board of Directors;

c) Organize the ratification of Resolutions of the Board of Directors;

d) Supervise the implementation of Resolutions of the Board of Directors;

dd) Chair meetings of the General Meeting of Shareholders and the Board of Directors;;

e) Perform other rights and obligations prescribed in this Law and the company’s charter.

  1. In case no one is authorized , other members shall elect one of them as a temporary Chairperson of the Board of Directors under the majority rule.

a) Assist the convention of the General Meeting of Shareholders and meetings of the Board of Directors; making meeting minutes;

b) Assist Members of the Board of Directors in performing their rights and obligations;

c) Assist the Board of Directors in applying and implementing the company’s administration principles;

d) Assist the company in building shareholder relationships and protecting the lawful rights and interests of shareholders;

dd) Assist the company in fulfilling its obligation to provide information, disclose information and administrative procedures;

e) Perform other rights and obligations prescribed by the company’s charter.

Article 153. Meetings of the Board of Directors

  1. If there is more than one member who has the highest votes, they shall be voted for by members under the majority rule to convene the Board of Directors.

a) The meeting is requested by the Control Board or independent members

b) The meeting is requested by the Director/General Director or at least 05 other managers;

c) The meeting is requested by at least 02 executive members of the Board of Directors;

d) Other cases prescribed by the company’s charter.

The request must be made in writing, specifying the purposes, issues that need discussing, and decisions within the competence of the Board of Directors.

The invitation shall be sent by post, fax, email, or other means, as long as they reach the mailing address of every the Board of Directors, which is registered with the company.

Controllers are entitled to attend meetings of the Board of Directors, participate in discussion, and must not cast votes.

  1. If the number of attending members is not sufficient, the second meeting shall be convened within 07 days from the initial meeting date, unless a shorter period is prescribed by the company’s charter. In this case, the meeting shall be held if it is attended by at least half of Members of the Board of Directors.

a) Attends and cast votes directly at the meeting; or

b) Authorizes another person to attend the meeting as prescribed in Clause 10 of this Article; or

c) Attends and casts votes via an online meeting or a similar manner; or

d) Sends votes to the meeting by post, fax, or email.

Votes sent to the meeting by post must be contained in sealed envelopes and given to the Chairperson of the Board of Directors at least one hour before the opening time. Votes shall be open before every participants.

Unless otherwise prescribed by the company’s charter, a Resolution of the Board of Directors shall be ratified if it is approved by a majority of attending members; in the event of equal votes, the Chairperson of the Board of Directors shall have the casting vote.

Article 154. Minutes of meetings of the Board of Directors

a) The enterprise’s name, enterprise identification number, address of the headquarter;

b) Purposes, agenda, and contents of the meeting;

c) Time and location of the meeting;

d) Full name of each attending member or their authorized person, method of participation; full name of every member that does not attend and explanations;

dd) Issues discussed and voted on at the meeting;

e) Summary of opinions of each attending member in chronological order;

g) Voting result, specifying the members that casts affirmative votes, negative votes, and abstentions;

h) The issues that have been ratified;

i) Full names, signatures of the chair and the minutes maker.

The chair and the minutes maker are responsible for the truthfulness and accuracy of the minutes of the Board of Directors meeting.

  1. In case of any discrepancy between the Vietnamese version and foreign language version, the former shall prevail.

Article 155. Right to obtain information of Members of the Board of Directors

Article 156. Dismissal, discharge from duty and addition of Members of the Board of Directors

a) fails to satisfy the standards and conditions prescribed in Article 151 of this Law;

b) fails to participate in activities of the Board of Directors for 06 consecutive months, except for force majeure events;

c) tenders a resignation;

d) Other cases prescribed by the company’s charter.

a) The number of Members of the Board of Directors is reduced by more than one third of the number prescribed by the company’s charter. In this case, the Board of Directors shall convene a General Meeting of Shareholders within 60 days from the day on which the number of Members of the Board of Directors is reduced by more than one third;

b) the number of independent members of the Board of Directors falls below the ratio prescribed in Clause 1 Article 134 of this Law.

In other cases, the nearest General Meeting of Shareholders shall elect new members to replace those who have been dismissed or discharged from duty.

Article 157. Director/General Director

A Director/General Director shall have a term of office of up to 05 years without term limit.

Standards and conditions for the Director/General Director are the same as those prescribed in Article 65 of this Law.

a) Decide important issues related to the company’s everyday business without decision of the Board of Directors;

b) Organize the implementation of Resolutions of the Board of Directors;

c) Organize the implementation of business plans and investment plans of the company;

d) Propose organizational structure, internal rules and regulations of the company;

dd) Designate, dismiss, discharge from duty the company’s managers, except for the positions within the competence of the Board of Directors;

e) Decide the salaries and other benefits of the company’s employees, including the managers designated by the Director/General Director;

g) Hire employees;

h) Suggest plans for dividend payments or loss settlement;

i) Perform other rights and obligations prescribed by law, the company’s charter, and Resolutions of the Board of Directors.

  1. If committing violations which cause damage to the company, the Director/General Director shall take legal responsibility and pay compensation for the company.

Article 158. Salaries, remunerations, and other benefits of members of the Board of Directors, Director/General Director

b) Members of the Board of Directors shall receive remunerations and bonuses. Remunerations are calculated according to the number of working days necessary for fulfilling the duties of Members of the Board of Directors and daily remuneration. The Board of Directors shall reach an agreement on estimated remuneration of each member. The total remuneration of the Board of Directors shall be decided by the General Meeting of Shareholders at the annual general meeting;

b) Members of the Board of Directors are entitled to have the cost of accommodation, meals, traveling, and other reasonable costs incurred during the performance of given duties reimbursed;

c) The Director/General Director shall receive salaries and bonuses. The Director/General Director’s salaries and bonuses shall be decided by the Board of Directors.

Article 159. Publishing related interests

Unless tighter regulations are prescribed by the company’s charter, related persons and interests of the company shall be published as follows:

a) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which they have stakes or shares; the proportion and time of obtainment of such stakes or shares;

b) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which their related persons have a joint ownership or private ownership of stakes or shares that make up over 10% of charter capital;

a) The company shall notify the List of related persons and related interests to the General Meeting of Shareholders at the annual meeting;

b) The List of related persons and related interests shall be kept at the enterprise’s headquarter; part or all of the List may be kept at the company’s branches where necessary;

c) Shareholders and authorized representatives of shareholders, Members of the Board of Directors, the Control Board, the Director/General Director, and other managers are entitled to examine and copy part of or all of the List during working hours;

d) The company shall enable the persons mentioned in Point c of this Clause to access, examine, and copy the List of related persons of the company and other contents in the most convenient manner; must not obstruct them to exercise such right. Procedures for examining and copying the List of related persons and related interests shall be prescribed by the company’s charter.

Article 160. Responsibilities of the company’s managers

a) Perform given rights and obligations in accordance with this Law, relevant regulations of law, the company’s charter, and Resolutions of the General Meeting of Shareholders;

b) Perform given rights and obligations in a truthful, careful manner to ensure the company’s legitimate interests;

c) Act in the best interest of the company and shareholders; do not use information, secrets, business opportunities of the company; do not misuse the position, power, or assets of the company for self-seeking purposes or serving the interest of other entities;

d) Promptly, and accurately notify the company of the enterprises they and their related persons own or have the controlling stakes or shares; such notifications shall be posted at the company’s headquarter and branches.

Article 161. Rights to file lawsuit against Members of the Board of Directors, Director/General Director

a) commit violations against obligations of the company’s manager prescribed in Article 160 of this Law;

b) fails to perform given rights and obligations; fails to implement or to completely implement Resolutions of the Board of Directors;

c) Perform given rights and obligations against the law, the company’s charter, or Resolutions of the General Meeting of Shareholders;

d) uses information, secrets, business opportunities of the company for self-seeking purposes or serving the interest of other entities;

dd) abuses the position, power, or assets of the company for self-seeking purposes or serving the interest of other entities;

e) Other cases prescribed by law and the company’s charter.

Article 162. Contracts and transactions subject to approval by the General Meeting of Shareholders or the Board of Directors

a) Shareholders and authorized representative of shareholders that own more than 10% of ordinary shares of the company and their related persons;

b) Members of the Board of Directors, the Director/General Director, and their related persons;

c) The enterprises mentioned in Clause 2 Article 159 of this Law.

  1. In this case, the person that signs the contract on behalf of the company shall send a notification to the Board of Directors and Controllers of the entities related to such contract or transaction, and enclose with the notification the draft contract or description of the transaction. The Board of Directors shall submit the drat contract or description of the transaction to the General Meeting of Shareholders or carry out a absentee voting. In this case, shareholders with relevant interests do not have the voting right; the contract or transaction shall be accepted when it is vote for by a number of shareholders that represents 65% of the remaining votes, unless otherwise prescribed by the company’s charter.

Article 163. Control Board

Article 164. Standards and conditions of Controllers

a) be legally competent and not be banned from business administration and enterprise establishment as prescribed by this Law;

b) not be a spouse, birth parent, adoptive parent, birth child, adopted child, or sibling of any member of the Board of Directors, Director/General Director, or any other manager;

c) not hold managerial positions of the company. The Controller is not necessarily a shareholder or employee of the company, unless otherwise prescribed by the company’s charter;

d) satisfy other standards and conditions of relevant regulations of law and the company’s charter.

Article 165. Rights and obligations of the Control Board

The Control Board shall:

The inspection mentioned in this Clause must not obstruct the normal operation of the Board of Directors and must not interrupt the company’s business administration.

Article 166. Right to obtain information of the Control Board

Article 167. Salaries and other benefits of Controllers

Unless otherwise prescribed by the company’s charter, salaries and other benefits of Controllers shall be as follows:

Article 168. Responsibilities of Controllers

Article 169. Dismissal and discharge from duty of Controllers

a) no longer satisfies the standards and conditions prescribed in Article 164 of this Law;

b) fails to perform his/her rights and obligations for 06 consecutive months, except for force majeure events;

c) tenders a resignation which is accepted;

d) Other cases prescribed by the company’s charter.

a) fails to fulfill the given tasks or duties;

b) Commit serious or repeated violations against obligations of Controllers prescribed by this Law and the company’s charter;

c) is discharge under a decision of the General Meeting of Shareholders.

Article 170. Submission of annual reports

a) The report on the company’s business outcome;

b) The financial statement;

c) The report on assessment of management of the company.

Any shareholder that continuously holds the company’s shares for at least 01 year is entitled to, whether single-handedly or together with qualified lawyers, accountants, and auditors examine the reports mentioned in this Article at reasonable times.

Article 171. Disclosure of information about joint-stock companies

a) The company’s charter;

b) Résumés, qualifications, and professional experience of members of the Board of Directors, Controllers, the Director/General Director of the company.

c) Annual financial statements ratified by the General Meeting of Shareholders;

d) Reports on annual business outcome made by the Board of Directors and the Control Board.

Chapter VI

PARTNERSHIP

Article 172. Partnership

a) At least 02 partners are co-owner of the company who run business together in a common name (hereinafter referred to as general partner). Apart from general partners, the company may have contributing partners;

b) General partners are individuals who are responsible for the company’s obligations with all of their property;

c) Contributing partners are only liable for the company’s debts up to the value of capital contributed to the company.

Article 173. Contributing capital and issuing certificate of capital contribution

a) The enterprise’s name, enterprise identification number, address of the headquarter;

b) The company’s charter capital;

c) Full name, permanent residence, nationality, ID/passport number of every partner; types of partners;

d) Value of stake and type of assets contributed as capital by partners;

dd) Numbers and dates of issue of certificates of capital contribution;

e) Rights and obligations of holders of certificates of capital contribution;

g) Full names, signatures of holders of certificates of capital contribution and general partners.

Article 174. Assets of a partnership

Assets of a partnership include:

Article 175. Restrictions on general partners

Article 176. Rights and obligations of general partners

a) Attend meetings, discuss, and vote on the company’s issues; each general partner has a vote (or a number of vote prescribed by the company’s charter);

b) Do the business lines of the company in the name of the company; negotiate, conclude contracts and agreements with the terms and conditions that are considered by the general partner most beneficial to the company;

c) Use the company’s seal and assets to do the company’s business lines. Any general partner who advances his/her own money to do the company’s business is entitled to request the company to return the money, including both principal and interest at the market rate;

d) Request the company to compensate for the damage caused by the business operation if such damage is not at the partner’s fault;

dd) Request the company or other general partner to provide information about the company’s performance; inspect the assets, accounting books, and other documents where necessary;

e) Receive distributed profits in proportion to the capital contribution or under agreement according to the company’s charter;

g) Receive part of remaining assets in proportion to their stake holding in case the company is dissolved or bankrupt, unless a specific ration is prescribed by the company’s charter;

h) If a general partner dies, his/her inheritor shall receive the value of the company’s assets minus (-) the debts owed by such partner. The inheritor may become a general partner if accepted by the Board of partners;

i) Perform other rights prescribed in this Law and the company’s charter.

a) Manage and run the business in a truthful, careful manner to ensure the company’s legitimate interests;

b) Manage and run the company’s business in accordance with law, the company’s charter, Resolutions of the Board of Partners; pay compensation for damage caused by failure to comply with regulations in this Point;

c) not use the company’s assets for self-seeking purposes or serving the interest of other entities;

d) Return the money, assets received, and pay compensation for damage to the company caused by receipt of money or assets from the company’s business operation instead of giving it to the company, whether single-handedly, on behalf of the company, or on behalf of other persons;

dd) Take joint responsibility for paying the remaining debts of the company if the company’s assets are not sufficient to pay all its debts;

e) Bear a loss in proportion to their stakes in the company or under an agreement according to the company’s charter in case the company suffers a loss;

g) Submit truthful and accurate monthly reports on his/her own performance; provide information about his/her owner performance to other partners at their request;

h) Perform other duties prescribed by this Law and the company’s charter.

Article 177. The Board of Partners

a) The company’s development orientation;

b) Amendments to the company’s charter;

c) Admission of a new general partner;

d) Approval for a withdrawal or removal of general partner from the company;

dd) Decision on a project of investment;

e) Decision to take loans and raise capital in other manners; give a loan with a value of ≥ 50% charter capital of the company, unless a higher rate is prescribed by the company’s charter;

g) Decision to buy, sell assets with a value of ≥ the company’s charter capital, unless a higher rate is prescribed by the company’s charter;

h) Decision to ratify annual financial statement, total profit, distributable profit, and amount of profit distributed to each;

i) Decision to dissolve the company.

Article 178. Convening meetings of Board of partners

Documents serving discussion of the issues mentioned in Clause 3 Article 177 of this Law must be sent in advance to all partners by the deadline prescribed by the company’s charter.

a) The enterprise’s name, enterprise identification number, address of the headquarter;

b) Purposes, agenda, and contents of the meeting;

c) Time and location of the meeting;

d) Full names of the chair and attending partners;

dd) Opinions of attending partners;

e) The Resolutions ratified, number of partners that cast affirmative votes, and basic contents of such Resolutions;

g) Full names and signatures of attending partners.

Article 179. Running a partnership’s business

When some or all general partners doe certain business works, decisions shall be ratified under the majority rule.

The company is not responsible for any work done by a general partner beyond the company’s scope of business, unless such work is accepted by other partners.

a) Run the company’s everyday business as general partners;

b) Convene and organize meetings of the Board of partners; sign Resolutions of the Board of partners;

c) Give tasks and cooperate with other general partners in doing business;

d) Arrange and keep accounting books, invoices, and other documents of the company in accordance with law;

dd) Represent the company in the relationship with regulatory bodies; represent the company as defendant or plaintiff in lawsuits, commercial disputes, or other disputes;

e) Perform other duties prescribed by the company’s charter.

Article 180. Termination of general partner’s status

a) Voluntarily withdraws capital from the company;

b) Dies, is declared missing, or legally incompetent by the court;

c) Is removed from the company;

d) Other cases prescribed by the company’s charter.

a) is not able to contribute capital or fails to contribute capital as committed after the company has made the second request;

b) commit violations against Article 175 of this Law;

c) fails to run the business in a truthful and prudent manner; commit inappropriate acts that cause serious damage to the interests of the company and other partners;

d) fails to fulfill duties of a general partner.

Article 181. Admission of new general partners

Article 182. Rights and obligations of contributing partners

a) Attend meetings, discuss and vote at the Board of partners on amendments to the company’s charter, adjustments to rights and obligations of contributing partner, restructuring or dissolution of the company, and other contents of the company’s charter that directly affect their rights and obligations;

b) Receive annual distributed profits in proportion to the ratio of capital contribution to the company’s charter capital;

c) Be provided with the company’s annual financial statements; request the Chairperson of the Board of partners and general partners to provide sufficient and accurate information about the company’s performance; examine accounting books, records, contracts, transactions and other documents of the company;

d) Transfer their stakes to other persons;

dd) Do the company’s business lines, whether single-handedly or on behalf of other persons;

e) Settle their stakes by bequeathing, giving, mortgaging, pawning or in other manners in accordance with law and the company’s charter; in case a contributing partner dies, his/her inheritor shall become the company’s contributing partner;

g) Receive part of remaining assets according to the proportion of their stakes to the company’s charter capital in case the company is dissolved or bankrupt;

h) Exercise other rights prescribed in this Law and the company’s charter.

a) Take liability for the company’s debts and other liabilities up to the value of promised capital contribution;

b) Not participate in business administration, not do business on behalf of the company;

c) Comply with the company’s charter, rules and regulations, and decisions of the Board of partners;

d) Perform other duties prescribed by this Law and the company’s charter.

Chapter VII

SOLE PROPRIETORSHIPS

Article 183. Sole proprietorships

Article 184. Owner’s capital

Article 185. Business management

Article 186. Company leasing

The owner of the sole proprietorship is entitled to lease out his/her entire company, provided a written notification enclosed with a notarized copy of the lease contract is sent to the business registration authority and tax authority within 03 working days from the day effective date of the lease contract. In this case, the sole proprietorship’s owner is still legally responsible as the enterprise’s owner. The rights and obligations or the owner and the lessee to the company’s business operation shall be specified in the lease contract.

Article 187. Selling company

Chapter VIII

GROUPS OF COMPANIES

Article 188. Business corporations, general companies

Article 189. Parent company and subsidiaries

a) Owns more than 50% of charter capital or total ordinary shares of the other company;

b) Is entitle to directly or indirectly decide the designation of a majority of or all of Members of the Board of Directors, the Director/General Director of the other company;

c) Is entitled to decide amendments to the other company’s charter.

Article 190. Rights and obligations of parent company to subsidiaries

Article 191. Financial statements of parent company and subsidiaries

a) Consolidated financial statement of the parent company in accordance with regulations of law on accounting;

b) The report on summary of annual business outcome of the parent company and subsidiaries;

c) The report on summary of management and administration of the parent company and subsidiaries.

Chapter IX

RESTRUCTURING, DISSOLUTION, AND BANKRUPTCY OF ENTERPRISES

Article 192. Total division

a) Part of stakes/shares of members/shareholders and an amount of assets proportional to the value of stakes/shares are transferred to the transferee companies according to their holding in the transferor company and corresponding to the value of assets transferred to the transferee companies;

b) All of stakes/shares of one or some members/shareholders and an amount of assets proportional to the value of stakes/shares are transferred to the transferee enterprises;

c) A combination of both cases in Point a and Point b of this Clause.

a) The Board of members, the owner, or the General Meeting of Shareholders of the transferor company shall ratify the Resolution on total division in accordance with this Law and the company’s charter. The Resolution on total division must contain basic information including the transferor company’s name, headquarter addresses, names of transferee companies; rules, method, and procedures for asset division; employment plan; method, time limit, and procedures for transferring the transferor company’s stakes, shares, bonds to transferee companies; rules for fulfillment of the transferor company’s obligations; time limit for division. The Resolution on total division shall be sent to all creditors and notified to all employees within 15 days from the ratification date;

b) Members, the owner, or shareholders of each of the transferee companies shall ratify its charter, elect or designate the Chairperson of the Board of members, the company’s President, the Board of Directors, Director/General Director, and apply for business registration in accordance with this Law. In this case, the application for enterprise registration of the transferee companies must be enclosed with the Resolution on total division mentioned in Point a of this Clause.

Article 193. Partial division

a) Part of stakes/shares of members/shareholders and an amount of assets proportional to the value of stakes/shares are transferred to the transferee companies according to their holding in the transferor company and corresponding to the value of assets transferred to the transferee companies;

b) All of stakes/shares of one or some members/shareholders and an amount of assets proportional to the value of their stakes/shares are transferred to the transferee companies;

c) A combination of both cases in Point a and Point b of this Clause.

a) The Board of members, the owner, or the General Meeting of Shareholders of the transferor company shall ratify the Resolution on partial division in accordance with this Law and the company’s charter. The Resolution on partial division must contain basic information including the transferor company’s name, headquarter addresses, names of transferee companies; employment plan; division method; value of assets, rights and obligations transferred from the transferor company to the transferee companies; time limit for division. The Resolution on partial division shall be sent to all creditors and notified to all employees within 15 days from the ratification date;

b) Members, the owner, or shareholders of each of the transferee companies shall ratify its charter, elect or designate Chairpersons of the Board of members, the company’s President, the Board of Directors, Director/General Director, and apply for business registration in accordance with this Law. In this case, the application for enterprise registration must be enclosed with the Resolution on partial division mentioned in Point a of this Clause.

Article 194. Corporate amalgamation

a) The consolidating companies prepare the consolidation contract. The consolidation contract must contain the consolidating companies’ names, headquarter addresses; the consolidated company’s name and headquarter address; procedures and conditions for consolidation; employment plan; time limit and procedures for transferring assets, stakes, shares, bonds of the consolidating companies to the consolidated company; time limit for consolidation; draft charter of the consolidated company;

b) Members, the owner, or shareholders of the consolidating companies shall ratify the consolidation contract, the consolidated company’s charter, elect or designate Chairpersons of the Board of members, the company’s President, the Board of Directors, Director/General Director of the consolidated company, and apply for business registration in accordance with this Law. The consolidation contract shall be sent to all creditors and notified to all employees within 15 days from the ratification date;

Consolidation is prohibited if the consolidated company has more than 50% of the market share after consolidation, unless otherwise prescribed by the Law on Competition.

a) The consolidation contract;

b) The Resolutions and meeting minutes that ratify the consolidation contract of the consolidating companies.

Article 195. Acquisition

a) Relevant companies shall prepare the acquisition contract and draft the charter of the acquirer. The acquisition contract must contain the acquirer’s names, headquarter addresses; the acquired company’s name and headquarter address; procedures and conditions for acquisition; employment plan; time limit and procedures for transferring assets, stakes, shares, bonds of the consolidating companies to the acquirer; time limit for acquisition;

b) Members, the owners, or shareholders of each of relevant companies shall ratify the acquisition contract, charter of the acquirer, and apply for registration of the acquirer as prescribed by this Law. The acquisition contract shall be sent to all creditors and notified to all employees within 15 days from the ratification date;

c) After business registration, the acquired companies shall cease to exist; the acquirer shall inherit the lawful rights and interests as well as unpaid debts, employment contract, and other liabilities of the acquired companies.

Acquisition is prohibited if the acquirer has more than 50% of the market share after acquisition, unless otherwise prescribed by the Law on Competition.

a) The acquisition contract;

b) The Resolutions and meeting minutes that ratify the acquisition contract of the acquirer.

c) The Resolution and meeting minutes that ratify the acquisition contract of the acquired companies, unless the acquirer is a member/partner or shareholder that holds more than 65% of charter capital or voting shares of the acquired company.

If the headquarter of an acquired company is outside the province in which the acquirer’s headquarter is situated, the business registration authority of the province in which the acquirer’s headquarter is situated shall notify the business registration authority of the province in which the acquired company’s headquarter is situated in order to update the legal status of the acquired company on National Enterprise Registration Database.

Article 196. Converting a limited liability company into a joint-stock company

a) Conversion into a joint-stock company without raising capital from other entities, without selling stakes to other entities;

b) Conversion into a joint-stock company by raising capital from other entities;

c) Conversion into a joint-stock company by selling part of or all of the stakes to one or some other entities;

d) Combination of the methods in Points a, b, and c of this Clause.

Article 197. Converting a joint-stock company into a single-member limited liability company

a) A shareholder receives the transfer of all shares and stakes of all other shareholders;

b) A organization or individual other than a shareholder receives the transfer of all shares of all of the company’s shareholders;

c) The company has only one shareholder for a period of time exceeding the time limit prescribed in Article 110 of this Law.

Article 198. Converting a joint-stock company into a multi-member limited liability company

a) Conversion into a limited liability company without raising additional capital or transferring shares to other entities;

b) Conversion into a limited liability company together with raising capital from other entities;

c) Conversion into a limited liability company together with transferring part of or all of shares to other organizations and individuals that contribute capital;

d) Combination of the methods in Points a, b, and c of this Clause.

Article 199. Converting a sole proprietorship into a limited liability company

a) All conditions in Clause 1 Article 28 of this Law are satisfied;

b) The sole proprietorship’s owner is the owner (if the sole proprietorship is converted into single-member limited liability company under the ownership of an individual) or member (if the sole proprietorship is converted into a multi-member limited liability company) of the limited liability company;

c) The sole proprietorship’s owner makes a written commitment to take personal responsibility for all unpaid debts of the sole proprietorship with all of his/her property and to settle the debts when they are due;

d) The sole proprietorship’s owner has a written agreement with parties of unfinished contracts that the new limited liability company will take over such contracts;

dd) The sole proprietorship’s owner makes a written commitment or agreement with other capital contributors to employ the existing employees of the sole proprietorship.

Article 200. Enterprise suspension

Article 201. Cases of and conditions for dissolution

a) The operation period written in the company’s charter expires without a decision on extension;

b) The dissolution is decided by the owner of the sole proprietorship, by all general partners of the partnership, by the Board of members or owner of the limited liability company, or insurance the General Meeting of Shareholders of the joint-stock company;

c) The company fails to maintain the minimum number of members prescribed by this Law for 06 consecutive months without following procedures for business conversion;

d) The Certificate of Business registration is revoked.

Article 202. Procedures for enterprise dissolution

The dissolution in the cases mentioned in Points a, b, and c Clause 1 Article 201 of this Law shall be carried out as follows:

a) The enterprise’s name and headquarter address;

b) Reasons for dissolution;

c) Procedures for finalizing contracts and settling debts of the enterprise; the deadline for settling debts and finalizing contracts must not exceed 06 months from the day on which the decision on dissolution is ratified;

b) Plans for settlement of obligations derived from employment contracts;

dd) Full name and signature of the enterprise’s legal representative.

If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.

a) Unpaid salaries, severance pay, social insurance as prescribed by law, other benefits of employees according to collective bargaining agreement and signed employment contracts;

b) Tax debts;

c) Other debts.

Article 203. Enterprise dissolution upon revocation of Certificate of Business registration or under a Court’s decision

The enterprise dissolution mentioned in Point d Clause 1 Article 201 of this Law shall be carried out following the procedures below:

If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.

Article 204. Petition for enterprise dissolution

a) A notification of the enterprise dissolution;

b) A report on liquidation of the enterprise’s assets; a list of creditors and paid debts, including tax debts, outstanding social insurance contributions, and debts owed to employees after deciding the dissolution (if any);

c) The seal and seal certificate (if any);

d) The Certificate of Business registration.

Article 205. Banned activities as from issuance of decision on dissolution

a) Hide, illegally liquidate assets;

b) Renounce or reduce the right to claim debts;

c) Convert unsecured debts into debts secured on the enterprise’s assets;

d) Sign new contracts, except for those serving the enterprise’s dissolution;

dd) Mortgage, pledge, give, lease out assets;

e) Terminate effective contracts;

g) Raise capital in any shape or form.

Article 206. Shut down of branches and representative offices

a) The decision of the enterprise to shut down the branch or representative office, or the decision to revoke the Certificate of registration of branch or representative office issued by a competent authority;

b) The list of creditors and outstanding debts, including tax debts, of the branch and outstanding social insurance contributions;

c) The list of employees and their corresponding benefits;

d) The Certificate of registration of the branch or representative office;

dd) The seal of the branch or representative office (if any).

Article 207. Bankruptcy

Regulations of law on bankruptcy shall apply to bankruptcy of enterprises.

Chapter X

IMPLEMENTATION

Article 208. Responsibilities of regulatory bodies

a) Information about Business licenses, Certificates of eligibility for business operation, practicing certificates, certifications or written approval for business conditions issued to enterprises, decisions on penalties for administrative violations committed by enterprises;

b) Information about the operation and tax payment of enterprises derived from enterprises’ tax reports;

c) Information about enterprises’ operation serving improvement of state management effect.

Article 209. Business registration authorities

a) Process business registration applications and issue Certificates of Business registration as prescribed by law;

b) Cooperate in developing and managing the National Business Registration Information System; provide information for regulatory bodies, organizations and individuals at their request as prescribed by law;

c) Request enterprises to report their conformity to this Law where necessary; urge enterprises to report.

d) Carry out inspections or request competent authorities to carry out inspections according to contents of applications for enterprise registration;

dd) Take responsibility for the validity of applications for enterprise registration; Take no responsibility for violations committed by enterprises before and after business registration;

e) Deal with violations against regulations on business registration prescribed by law; revoke Certificates of Business registration and request enterprise to follow procedures for dissolution in accordance with this Law;

g) Perform other rights and obligations prescribed by this Law and relevant laws.

Article 210. Actions against violations

Article 211. Revocation of Certificate of Business registration

a) The information provided in the application for enterprise registration is false;

b) The enterprise is established by persons banned from enterprise establishment as prescribed in Clause 2 Article 18 of this Law;

c) The enterprise’s business operation is suspended for 01 year without notifying the business registration authority and tax authority;

d) The enterprise fails to submit reports as prescribed in Point c Clause 1 Article 209 of this Law to the business registration authority within 06 months from the deadline or from the receipt of a written request;

dd) Other cases decided by the Court.

Article 212. Effect

a) With regard to limited liability companies established before this Law takes effect, the company’s charter shall apply to deadlines for capital contribution;

b) Enterprises of which charter capital is held by the State shall be restructured to ensure conformity with Clause 2 and Clause 3 Article 189 of this Law before July 01, 2017;

c) Clause 2 Article 189 shall not apply to companies whose shares or stakes are held by the State before July 01, 2015, provided the ratio of cross ownership is not increased.

Article 213. Specific regulations

The Government shall elaborate the Articles and Clauses as mentioned above.

This Law is passed by the 13th National Assembly of Socialist Republic of Vietnam during the 8th session on November 26, 2014.

 

  PRESIDENT OF NATIONAL ASSEMBLY Nguyen Sinh Hung

 

 

—————————————————————————————————— This translation is made by LawSoft and for reference purposes only. Its copyright is owned by LawSoft and protected under Clause 2, Article 14 of the Law on Intellectual Property.Your comments are always welcomed

 

 

—————————————————————————————————— This translation is made by LawSoft and for reference purposes only. Its copyright is owned by LawSoft and protected under Clause 2, Article 14 of the Law on Intellectual Property.Your comments are always welcomed

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