Law On Enterprises (2015)

Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Law provides for establishment, management, reorganization, dissolution and relevant activities of
enterprises, including limited liability companies, joint stock companies, partnerships and sole proprietorships;
groups of companies.
Article 2. Regulated entities
1. Enterprises.
2. Organizations and individuals relevant to establishment, management, reorganization, dissolution and
relevant activities of enterprises.
Article 3. Application of the Law on Enterprises and other laws
In case there are other laws that provide for establishment, management, reorganization, dissolution and
relevant activities of special enterprises, regulations of these laws shall apply.
Article 4. Definitions
For the purpose of this document, the terms below are construed as follows:
1. “copy” means a copy extracted from master register or a copy that has been certified by a competent
organization or compared to the original document.
2. “foreigner” means a person who has a foreign nationality according to his/her documents.
3. “shareholder” means the individual or organization that holds at least a share of a joint stock company.
4. “founding shareholder” means a shareholder that holds at least an ordinary share and has his/her signature in
the list of shareholders that are also founder of the joint stock company.
5. “dividend” means a net profit on each share in cash or other assets.
6. A “company” can be a limited liability company, joint stock company or partnership.
7. A “limited liability company” can be a single-member limited liability company or multiple-member limited
liability company.
8. “National Enterprise Registration Portal” means a web portal used for enterprise registration and access and
publishing of enterprise registration.
9. “national enterprise registration database” means the collection of nationwide enterprise registration data.
10. “enterprise” means an organization that has a proper name, assets, premises, is established or registered in
accordance with law for business purposes.
11. A “state-owned enterprise” means an enterprise more than 50% charter capital or voting shares of which is
held by the State as prescribed in Article 88 of this Law.
12. A “Vietnamese enterprise” means an enterprise that is registered in accordance with Vietnam’s law and has
its headquarters located within Vietnam.
13. “mailing address” means the address registered as the headquarters of an organization; the permanent
residence, working place or another address of an individual that is registered as mailing address with an
enterprise.
14. “market value” of a stake or share means the price at which the stake or share is traded on the market at the
nearest time, the price agreed on by the buyer and the seller, or the price determined by a valuation organization.
15. “Certificate of Enterprise Registration” means a physical or electronic document bearing enterprise
registration information provided for the enterprise by a business registration authority.
16. “legal documents” of an individual include the ID card (old or new format), passport and other legal
personal identification documents.
17. “legal documents” of an enterprise include the Establishment Decision, Certificate of Enterprise
Registration and equivalent documents.
18. “capital contribution” means the contribution of capital as charter capital to establish a new company or
contribution of additional capital to an existing company.
19. “National Enterprise Registration Information System” includes the National Enterprise Registration Portal,
national enterprise registration database, relevant databases and technical infrastructure.
20. “valid application” means an application that contains adequate documents specified in this Law and all the
documents are completed as prescribed by law.
21. “business” or “business operation” means continuous execution of one, some or all stages including
investment, manufacturing, sale or provision of services on the market for profit.
22. “relatives” of a person include: the spouse, biological parents, adoptive parents, parents-in-laws, biological
children, adopted children, children-in-law, biological siblings, siblings-in-law and biological siblings of the
spouse.
23. “related person” means any individual or organization that has a direct or indirect relationship with an
enterprise in the following cases:
a) The parent company, its executive and legal representative, and the person who has the power to designate
the executive officer of the parent company;
b) The subsidiary company, its executive and legal representative;
c) Any individual, organization or group of individuals or organizations that can influence the enterprise’s
operation through ownership, acquisition of shares/stakes or making corporal decisions;
d) The enterprise’s executive, legal representative, controllers;
dd) Spouses, biological parents, adoptive parents, parents-in-laws, biological children, adopted children,
children-in-law, biological siblings, siblings-in-law and biological siblings of spouses of the executive officer,
legal representative, controllers, members/partners and shareholders holding the controlling stakes/shares;
e) Any individual that is the authorized representative of the companies or organizations mentioned in Point a, b
and c of this Clause;
g) Any enterprise in which an individual, company or organization mentioned in Points a, b, c, d, dd and e of
this Clause has the controlling interest.
24. “executive of an enterprise means the owner of a sole proprietorship, a general partner of a partnership,
chairperson or member of the Member/Partner Assembly, President of a company, President or member of the
Board of Directors, Director/General Director, or holder of another managerial position prescribed in the
company’s charter.
25. “founder” means the individual or organization that establishes or contributes capital to establish an
enterprise.
26. “foreign investor” means an individual or organization as defined by the Law on Investment.
27. “stake” means the total value of assets that a member/partner has contributed or promises to contribute to a
limited liability company/partnership. “holding” means the ratio of a member/partner’s stake to the charter
capital of the limited liability company/partnership.
28. “public products and services” are essential products and services of a country, area or community, thus
have to be maintained by the State for assurance of common interests or defense and security, and the costs of
provision of which under market mechanism are hardly recoverable.
29. “member” or “partner” means the individual or organization that holds part or all of charter capital of a
limited liability company or partnership.
30. A “partner” of a partnership can be a general partner or limited partner.
31. “reorganization” of an enterprise means the full division, partial division, consolidation, acquisition or
conversion of an enterprise.
32. “foreign organization” means an organization established overseas under the foreign country’s laws.
33. “voting capital” means the stake or share that endows the holder the right to vote on the issues within the
jurisdiction of the Board of Members or General Meeting of Shareholders.
34. “charter capital” means the total value of assets that have been contributed or promised by the
members/partners/owners when the limited liability company or partnership is established; or the total of
nominal values of the sold or subscribed shares when a joint stock company is established.
Article 5. Protection of enterprises and their owners by the State
1. The State recognizes the long-term existence and development of the types of enterprises prescribed in this
Law; ensures equality of enterprises before the law regardless of their types of business and economic sector;
recognizes lawful profitability of business operation.
2. The State recognizes and protects the rights to ownership of assets, capital, income, other lawful rights and
interests of enterprises and their owners.
3. Lawful assets and capital of enterprises and their owners shall not be nationalized or administratively
confiscated. Unless strictly necessary, the State may purchase or requisition assets of enterprises, in which case
these enterprises shall be paid or reimbursed for in accordance with regulations of law on purchase and
requisitioning of assets and in a manner that ensures the enterprises’ interests and non-discrimination among the
types of business.
Article 6. Internal political organizations, socio-political organizations and employee representative
organizations of enterprises
1. The internal political organization, socio-political organization and employee representative organization of
an enterprise shall operate in accordance with the Constitution, the law and the enterprise’s charter.
2. Enterprises shall respect and not obstruct the establishment of internal political organizations, socio-political
organizations and employee representative organizations; must not obstruct participation of their employees in
such organizations.
Article 7. Rights of enterprises
Every enterprise has the right to:
1. Freely engage in any business line that is not banned by law.
2. Freely run the business and choose a type of business organization; choose business lines, area of operation
and type of operation; change the scale of business and business lines.
3. Choose the method of mobilizing, distributing and using capital.
4. Freely find markets, customers and enter into contracts.
5. Export and import.
6. Hire employees in accordance with employment laws.
7. Apply technological advances to improve business efficiency; have intellectual property rights protected in
accordance with intellectual property laws.
8. Acquire, use, dispose of their assets.
9. Reject unlawful requests for provision of resources from other organizations and individuals.
10. File complaints and participate in proceedings as prescribed by law.
11. Other rights prescribed by law.
Article 8. Obligations of enterprises
1. Maintain the fulfillment of conditions for conducting restricted business lines and business lines restricted to
foreign investors (hereinafter referred to as “restricted business lines”) prescribed by law throughout the course
of business operation.
2. Apply for enterprise registration; register changes to enterprise registration information; publish information
about the establishment and operation of the enterprise; submit reports and fulfill other obligations prescribed
by this Law.
3. Take responsibility for the accuracy of information in the enterprise registration application and reports;
promptly rectify incorrect information if found.
4. Organize accounting works; pay taxes and fulfill other financial obligations prescribed by law.
5. Protect lawful rights and interests of employees as prescribed by law; do not discriminate against or insult
employees; do not mistreat or force employees to work; do not employ minors against the law; enable
employees to improve their vocational skills through training; buy social insurance, unemployment insurance,
health insurance and other insurance for employees as prescribed by law.
6. Other obligations prescribed by law.
Article 12. The enterprise’s legal representative
1. The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the
rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with
relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by
law.
2. A limited liability company or joint stock company may have one or more than one legal representative. The
enterprise’s charter shall specify the quantity, position, rights and obligations of its legal representatives. In case
there are more than one legal representative, the charter shall specify the rights and obligations of each of them.
Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility
for any damage to the enterprise as prescribed by civil laws and relevant laws.
3. An enterprise shall have at least one legal representative residing in Vietnam. Whenever this representative
leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal
representative, in which case the authorizing person is still responsible for the authorized person’s performance.
4. In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (3)
expires and does not have any further actions:
a) In case the enterprise is a sole proprietorship, the authorized person shall continue acting as the enterprise’s
legal representative until the authorizing person returns;
b) In case the enterprise is a limited liability company, joint stock company or partnership, the authorized
person shall continue acting as the enterprise’s legal representative until the authorizing person returns or until
the enterprise’s owner, Board of Members/Partners or Board of Directors designates another legal
representative.
5. In case the only legal representative of an enterprise she is not present in Vietnam for more than 30 days
without authorizing another person to act as the enterprise’s legal representative, or is dead, missing, facing
criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative
penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, has
difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing
certain works, the enterprise’s owner, Board of Members/Partners or Board of Directors shall appoint another
legal representative, except for the cases specified in Clause 6 of this Article.
6. In a two-member limited liability company, if the member who is the company’s legal representative is dead,
missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an
administrative penalty in a correctional institution or rehabilitation center, making getaway; has limited legal
capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from
holding certain positions or doing certain works, the other member shall obviously assume the position of the
company’s legal representative until the Board of Members issues a new decision on the company’s legal
representative.
7. The court and other proceeding authorities are entitled to appoint the legal representative who participates in
proceedings as prescribed by law.
Article 16. Prohibited actions
1. Issuing or refusing to issue the Certificate of Enterprise registration against regulations of this Law;
requesting the founder to submit additional documents against regulations of this Law; delaying, obstructing,
harassing enterprise founders and business operation of enterprises.
2. Obstructing the enterprise’s owner, members/partners/shareholders from performing their rights and
obligations prescribed in this Law and the enterprise’s charter.
3. Doing business as an enterprise without applying for enterprise registration; carrying on busines operation
after the Certificate of Enterprise Registration has been revoked or while the enterprise is being suspended.
4. Providing dishonest or incorrect information in the enterprise registration application or application for
changes to enterprise registration information.
5. Declaring false charter capital; failure to contribute adequate charter capital as registered; deliberate
contribution of assets with false value.
6. Engaging in banned business lines or business lines from which foreign investors are banned; engaging in
restricted business lines without fulfillment of conditions or failure to maintain fulfillment of conditions during
operation in restricted business lines.
7. Frauds, money laundering, terrorism financing.
Chapter II
ENTERPRISE ESTABLISHMENT
Article 17. The rights to establish, contribute capital, buy shares/stakes and manage enterprises
1. Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance
with this Law, except for the cases specified in Clause 2 of this Article.
2. The following organizations and individuals do not have the right to establish and manage enterprises in
Vietnam:
a) State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own
interests;
b) Officials and public employees defined by the Law on Officials and the Law on Public Employees;
c) Commissioned officers, non-commissioned officers, career military personnel, military workers and public
employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers
and police workers in police authorities and units, except for those designated and authorized representatives to
manage state-owned stakes in enterprises or to manage state-owned enterprises;
d) Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of this
Law, except those who are designated as authorized representatives to manage state-owned stakes in other
enterprises;
dd) Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their
behaviors; organizations that are not juridical persons;
e) People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence,
serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity
or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain
positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption
Law.
If requested by the business registration authority, the applicant shall submit the judicial records;
g) Juridical persons that are banned from business operation or banned from certain fields as prescribed by the
Criminal Code.
3. Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock
companies, limited liability companies and partnerships in accordance with this Law, except:
a) State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own
interests;
b) The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the
Law on Public Employees, and Anti-corruption Law.
4. The act of serving one’s own interests mentioned in Point a Clause 2 and Point a Clause 3 of this Article
means the use of incomes from business operation, capital contribution, acquisition of shares/stakes for any of
the following purposes:
a) Any kind of distribution to some or all of the persons specified in Point b and Point c Clause 2 of this Article;
b) Inclusion in the operating budget of the organization/unit against state budget laws;
c) Establishment or contribution to an internal fund of the organization/unit.
Article 18. Pre-registration contracts
1. The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before
and during the process of enterprise registration.
2. When the Certificate of Enterprise Registration is granted, the enterprise shall continue exercising and
performing the rights and obligations under the concluded contracts mentioned in Clause 1 of this Article, and
the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the
contracts.
3. IN case the Certificate of Enterprise Registration is not granted, the persons who conclude the contracts
mentioned in Clause 1 of this Article are responsible for their execution. Any other participant in the
establishment of the enterprise is also responsible for the execution of these contracts.
Article 27. Issuance of the Certificate of Enterprise Registration
1. An enterprise will be granted the Certificate of Enterprise Registration when the following conditions are
fully satisfied:
a) The registered business lines are not banned;
b) The enterprise’s name is conformable with regulations of Articles 37, 38, 39 and 41 of this Law;
c) The enterprise registration application is valid;
d) The enterprise registration fees are fully paid in accordance with regulations of law on fees and charges.
2. In case a Certificate of Enterprise Registration is lost or damaged, it will be reissued at a fee prescribed by
law.
Article 34. Contributed assets
1. Contributed assets include VND, convertible foreign currencies, gold, land use right (LUR), intellectual
property rights, technologies, technical secrets, other assets that can be converted into VND.
2. Only the individual or organization that has the lawful right to ownership or right to use the asset mentioned
in Clause 1 of this Article may contribute it as capital as prescribed by law.
Article 35. Transfer of ownership of contributed assets
1. Transfer of contributed assets by members of a limited liability company, partners of a partnership,
shareholders of a joint stock company shall comply with the following regulations:
a) For assets whose ownership have been registered and LURs, the capital contributor shall follow procedures
for transfer the ownership of such assets or the LUR to the company as prescribed by law. This transfer is
exempt from registration fee;
b) Contribution of assets whose ownership is not registered shall be recorded in writing unless the contribution
is made by wire transfer.
2. The record on transfer of contributed assets shall contain the following information:
a) The company’s name and headquarters address;
b) Full name, mailing address, legal document number of the contributor that is an individual; legal document
number of the contributor that is an organization;
c) Types and quantities of contributed assets; total value of contributed assets and the ratio of this value to the
company’s charter capital;
d) Date of transfer; signatures of the contributor or the contributor’s authorized representative and the
company’s legal representative.
3. The contribution is considered complete once the lawful ownership of the assets has been transferred to the
company.
4. Procedures for ownership transfer are exempt for assets serving business operation of the sole
proprietorship’s owner.
5. Payment for transfer of shares/stakes, receipt of dividends of remittance of profits by foreign investors shall
be carried out through accounts in accordance with foreign exchange laws, except for payment in assets and
cashless payment.
Article 36. Valuation of contributed assets
1. Contributed assets that are not VND, convertible foreign currencies or gold shall be valued by
members/partners/shareholders or a valuation organization and expressed as VND.
2. Assets contributed upon establishment of an enterprise shall be valued by members/partners/founding
shareholders by consensus or by a valuation organization. In the latter case, the value of contributed assets must
be accepted by more than 50% of the members/partners/founding shareholders.
In case a contributed asset is valued at a value higher than its actual value at contribution time (overvalued), the
members/partners/founding shareholders shall jointly contribute an amount equal to the difference and are
jointly responsible for the damage caused by the overvaluation.
3. Assets contributed during the operation shall be valued by the owner or the Board of Members/Partners (for
limited liability companies and partnerships) or the Board of Directors (for joint stock companies) and the
contributor or by a valuation organization. In the latter case, the value shall be accepted by the contributor and
the owner, the Board of Members/Partners/Directors.
In case a contributed asset is overvalued, the contributor, the owner and members of the Board of
Members/Partners/Director shall jointly contribute an amount equal to the difference and are jointly responsible
for the damage caused by the overvaluation.
Article 37. Names of enterprises
1. The Vietnamese name of an enterprise shall contain two elements in order:
a) The type of enterprise;
b) The proper name.
2. The type of enterprise shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability
companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD”
for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.
3. The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and
symbols.
4. The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business
locations of the enterprise and printed or written on transaction documents, records and printed materials
published by the enterprise.
5. Pursuant to regulations of this Article, Articles 38, 39 and 41 of this Law, the business registration authority is
entitled to refuse to register enterprise’s name.
Article 38. Prohibited acts of naming enterprises
1. Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in
accordance with Article 41 of this Article.
2. Use of the name of a state authority, the People’s military unit, political organization, socio-political
organization, socio-political-professional organization, social organization, social-professional organization as
part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization.
3. Use of words or symbols that against the country’s history, culture, ethical values and good traditions.
Article 39. Enterprise’s name in foreign language and abbreviated name
1. The enterprise’s name in a foreign language is the name translated from the Vietnamese name into one of the
Latin-based languages. The proper name of the enterprise’s may be kept unchanged or translated into the
foreign language.
2. In case an enterprise’s name is in a foreign language, the text size of the foreign name shall be smaller than
the Vietnamese name displayed at the enterprise’s headquarters, branches, representative offices and business
locations and on the enterprise’s transaction documents, records and materials published by the enterprise.
3. The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language
name.
Article 40. Names of branches, representative offices and business locations
1. The name of a branch, representative office or business location shall consist of letters in the Vietnamese
alphabet, the letters F, J, Z, W, numbers and symbols.
2. The name of a branch, representative office or business location shall consist the enterprise’s name and the
phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.
3. The name of a branch, representative office or business location shall be displayed at the branch,
representative office or business location. The name of an enterprise’s branch or representative office be smaller
than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued
by the branch or representative office.
Article 41. Identical and confusingly similar names
1. Identical name means a Vietnamese name that is chosen by the applying enterprise and is identical to the
Vietnamese name of a registered enterprise.
2. A name is considered identical to a registered enterprise’s name in the following cases:
a) The Vietnamese name of the applying enterprise is pronounced similarly to a registered enterprise’s name;
b) The abbreviated name of the applying enterprise is identical to the abbreviated name of a registered
enterprise;
c) The foreign language name of the applying enterprise is identical to the foreign language name of a registered
enterprise;
d) The proper name of the applying enterprise is only different from the proper name of a registered enterprise
by a natural number or a letter in the Vietnamese alphabet or any of the letters F, J, Z, W that is written right
after the proper name with or without a space;
dd) The proper name of the applying enterprise is only different from the proper name of an registered
enterprise of the same type by the word “và” (“and”) or the symbol “&”, ”, “.”, “,”, “+”, “-”, “_”;
e) The proper name of the applying enterprise is only different from the proper name of an registered enterprise
of the same type by the word “tân” or “mới” (“new”) that is written right before or after the proper name;
g) The proper name of the applying enterprise is only different from the proper name of an registered enterprise
of one of the phrases “miền Bắc” (“north”), “miền Nam” (“south”), “miền Trung” (“central”), “miền Tây”
(“west”), “miền Đông” (“east”);
h) The proper name of the applying enterprise is identical to that of a registered enterprise.
3. The cases specified in Points d, dd, e, g, h Clause 2 of this Article do not apply to subsidiary companies of the
registered company.
Article 42. The enterprise’s headquarters
The enterprise’s headquarters shall be located within Vietnam’s territory, is the enterprise’s mailing address, has
phone number, fax number and email address (if any).
Article 43. The enterprise’s seals
1. The enterprise’s seals can be physical or digital as prescribed by e-transaction laws.
2. The enterprise shall decide the type, quantity, design and content of its seal and the seals of its branches,
representative offices and other units.
3. The management and storage of seals shall comply with the company's charter or regulations of the
enterprise, branch, representative office or unit that owns the seal. Seals shall be used by enterprises in
transactions as prescribed by law.
Article 44. Branches, representative offices and business locations of an enterprise
1. A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including
authorized representative. The business lines of a branch shall match those of the enterprise.
2. A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized
representative, represents and protect the enterprise’s interests. A representative office shall not do business.
3. A business location of an enterprise is the place at which specific business operations are carried out.
Article 45. Registration of branches and representative offices; notification of business location
1. An enterprise may establish branches and representative offices in Vietnam and other countries. An enterprise
may have more than one branch and representative office in an administrative division.
2. When establishing a domestic branch/representative office, the enterprise shall submit an application for
branch/representative office registration to the business registration authority in charge of the area where the
branch/representative office is established. Such an application shall consist of:
a) The notice of establishment of the branch/representative office;
b) Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s
branch/representative office, legal documents of the head of the branch/representative office.
3. Within 03 working days from the receipt of the application, the business registration authority shall consider
the validity of the application and decide whether to issue a Certificate of Branch/Representative Office
Registration. The business registration authority shall inform the applicant of necessary supplementation in
writing if the application is not satisfactory or inform the applicant and provide explanation if the application is
rejected.
4. The enterprise shall apply for revision of the Certificate of Branch/Representative Office Registration 10 days
from the day on which a change occurs.
5. Within 10 days from the day on which the business location is decided, the enterprise shall send a notice of
business location establishment to the business registration authority.
6. The Government shall elaborate this Article.
Chapter III
LIMITED LIABILITY COMPANIES
Section 1. MULTI-MEMBER LIMITED LIABILITY COMPANIES
Article 46. Multi-member limited liability companies
1. A multiple-member limited liability company means an enterprise that has 02 – 50 members that are
organizations or individuals. A member’s liability for the enterprise’s debts and other liabilities shall be equal to
the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4
Article 47 of this Law. The member’s stake (contributed capital) may only be transferred in accordance with
Articles 51, 52 and 53 of this Law.
2. A multiple-member limited liability company has the status of a juridical person from the day on which the
Certificate of Enterprise Registration is issued.
3. Multiple-member limited liability companies must not issue shares except for equitization.
4. Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws;
private placement of bonds shall comply with Article 128 and Article 129 of this Law.
Article 47. Capital contribution to establish the company and issuance of the certificate of capital
contribution
1. The initially registered charter capital of a multiple-member limited liability company is the total capital
contributed or promised by the members and shall be written in company's charter.
2. The members shall contribute sufficient and correct assets as promised when applying for enterprise
registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the
time needed to transport or import the contributed assets and for completing ownership transfer procedures.
During this period, the members shall have rights and obligations that are proportional to their promised
contribution. The members may only contribute assets that are different from the promised ones if the change is
approved by more than 50% of the remaining members.
3. In case a member fails to contribute or fully contribute capital as promised by the expiration of the period
mentioned in Clause 2 of this Article:
a) The member that has not contributed capital at all is obviously no longer a member of the company;
b) The member that has not fully contributed capital will have the rights that are proportional to the contributed
capital;
c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of
Members.
4. In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and
the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this
Article. The members who fail to contribute or fully contribute capital shall be responsible for the financial
obligations incurred by the company during the period before the company registers the change in charter
capital and the members’ holdings in proportion to their promised contributions.
5. In the cases specified in Clause 2 of this Article, the capital contributor will become the company’s member
from the day on which capital is fully contributed and information about the capital contributor prescribed
Points b, c, dd Clause 2 Article 48 of this Law has been fully recorded in the member register. On that day, the
company shall issue the capital contribution certificate to the member.
6. The capital contribution certificate shall contain the following information:
a) The company’s name, EID number, headquarter address;
b) The company’s charter capital;
c) Full name, signature, mailing address, nationality and legal document number if the member is an individual;
EID number or legal document number, headquarters address if the member is an organization;
d) The capital contributed and the member’s holding;
dd) The number and date of issuance of the certificate of capital contribution;
e) Full names and signatures of the company’s legal representatives.
7. In case the Certificate of Enterprise Registration is lost or damaged, the member will be reissued with another
certificate following the procedures specified in the company's charter.
Article 48. Member register
1. The company shall make a member register upon issuance of the Certificate of Enterprise Registration. The
member register can be physical or electronic and shall contain information about the members’ holdings.
2. A member register shall contain the following information:
a) The company’s name, EID number, headquarter address;
b) Full name, signature, mailing address, nationality and legal document numbers of members that are
individuals; names, EID numbers or legal document numbers and headquarters addresses of members that are
organizations;
c) Stakes, holdings, contribution time, types of contributed assets, quantity and value of each type of contributed
assets of each member;
d) Signatures of members that are individuals and of legal representatives of members that are organizations;
dd) The number and date of issuance of the certificate of capital contribution of each member.
3. The company shall update changes to members in the member register as requested by relevant members in
accordance with company's charter.
4. The member register shall be retained at the company’s headquarters.
Article 49. Rights of members of the Board of Members
1. A member of the Board of Members has the rights to:
a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction
of the Board of Members;
b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in
Clause 2 Article 47 of this Law;
c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled
other financial obligations prescribed by law;
d) Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or
goes bankrupt;
dd) Be given priority to contribute more capital when the company increases its charter capital;
e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law
and the company's charter;
g) File lawsuits in their own name of in the company’s name against the President of the Board of Members, the
Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;
h) Other rights prescribed by this Law and the company's charter.
2. In addition to the rights specified in Clause 1 of this Article, a group of members that hold at least 10% of the
charter capital (or a smaller ratio prescribed by the company's charter or in the cases specified in Clause 3 of
this Article) also has the rights to:
a) Demand meetings of the Board of Members be convened to resolve issues within its jurisdiction;
b) Inspect, access logbooks and monitor transactions, accounting books and annual financial statements;
c) Inspect, access, make photocopies of the member register, meeting minutes, resolutions Decree decisions of
the Board of Members and other documents of the company;
d) Request the Court to invalidate the resolution or decision of the Board of Members within 90 days from the
end of its meeting if the meeting procedures or contents of the resolution or decision are not fully followed or
contradict regulations of this Law and the company's charter.
3. In case a member holds more than 90% of the charter capital and the company's charter does not provide for
any smaller ratio as prescribed in Clause 2 of this Article, the group of remaining members obviously have the
rights specified in Clause 2 of this Article.
Article 50. Obligations of members of the Board of Members
1. Fully and punctually contribute capital as promised; take on a liability for the company’s debts and liabilities
which is equal to the contributed capital, except for the cases specified in Clause 2 and Clause 4 Article 47 of
this Law.
2. Do not withdraw capital from the company in any shape or form; except for the cases specified in Articles 51,
52, 53 and 68 of this Law.
3. Comply with the company's charter.
4. Implement the resolutions and decisions of the Board of Members.
5. Take personal responsibility when performing the following actions in the name of the company:
a) Violations of law;
b) Business operations or transactions that do not serve the company’s interests and cause damage to others;
c) Pay debts before they are due while the company is facing financial risks.
6. Other obligations prescribed by law.
Article 51. Repurchase of stakes
1. A member is entitled to request the company to repurchase that member’s stake if that member has voted
against a resolution or decision of the Board of Members on the following issues:
a) Amendments to regulations of the company's charter on rights and obligations of members and the Board of
Members;
b) Reorganization of the company;
c) Other issues prescribed by the company's charter.
2. A written request for stake repurchase shall be sent to the company within 15 days from the day on which the
resolution or decision mentioned in Clause 1 of this Article is ratified.
3. Within 15 days from the day on which the request mentioned in Clause 1 of this Article is received, the
company shall repurchase that member’s stake at market value or at a value determined in accordance with the
company's charter, unless another value is agreed upon by both parties. The payment shall only be made if the
company is still able to pay its debts and other liabilities afterwards.
4. In case the company is not able to pay for the repurchase of the stake as requested, the member is entitled to
sell the stake to another member or a non-member.
Article 52. Transfer of stakes
1. Except for the cases specified in Clause 4 Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member
of a multiple-member limited liability company is entitled to transfer part or all of their stake to another person
as follows:
a) Offer the stake to other members in proportion to their holdings under the same conditions;
b) Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this
Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from
the first day of offering.
2. The transferor still has the rights and obligations to the company in proportion to the stake until information
about the buyer mentioned in Point b, c and dd Clause 2 Article 48 of this Law is fully recorded in the member
register.
3. In case only one member remains after transfer or change of the members’ stakes, the company shall be
converted into a single-member limited liability company and apply for change of enterprise registration
information within 15 days from the day on which the transfer is complete.
Article 53. Settlement of stakes in some special cases
1. In case of the death of a member that is an individual, his/her heir at law or designated by a will shall become
a member of the company.
2. In case a member that is an individual is declared missing by the Court, his/her rights and obligations shall be
performed through his/her asset manager as prescribed by civil laws.
3. In case a member that is an individual is incapacitated, has limited legal capacity or has difficulty controlling
his/her behaviors, his/her rights and obligations shall be performed through his/her representative.
4. A member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and
Article 52 of this Law in the following cases:
a) The member’s heir does not wish to become a member;
b) The beneficiary mentioned in Clause 6 of this Article is not accepted as a member by the Board of Members;
c) The member that is an organization is dissolved or goes bankrupt.
5. In case a member that is an individual dies without an heir or the heir refuses the inheritance or is
disinherited, the stake shall be settled in accordance with civil laws.
6. In case a member gives away part or all of his/her stake to another person, the beneficiary will become a
member of the company in the following cases:
a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a member of the
company;
b) If the beneficiary is not a lawful hair mentioned in Point a of this Clause, he/she will only become a member
if it is accepted by the Board of Members.
7. In case a member uses that member’s stake to pay debt, the beneficiary may:
b) become a member of the company if it is accepted by the Board of Members;
b) Offer and sell the stake in accordance with Article 52 of this Law.
8. In case a member that is an individual is being kept in temporary detention, serving an imprisonment
sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall
authorize another person to perform some or all of his/her rights and obligations to the company.
9. A member that is an individual and is banned by the court to do certain jobs must not do those jobs at the
company; A member that is a juridical person and is banned by the court from certain business lines must
suspend or stop business operation in those business lines.
Article 54. Organizational structure
1. A multiple-member limited liability company shall have a Board of Members, President of the Board of
Members, Director/General Director.
2. A state-owned multiple-member limited liability company prescribed in Point b Clause 1 Article 88 of this
Law and each subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law
shall have a Board of Controllers. The establishment of the Board of Controllers in other companies shall be
decided by themselves.
3. A company shall have at least one legal representative who holds the title of President of the Board of
Members, Director/General Director. Unless otherwise prescribed by the company's charter, the President of the
Board of Members shall be the company’s legal representative.

Section 2. SINGLE -MEMBER LIMITED LIABILITY COMPANIES

Article 74. SINGLE -MEMBER LIMITED LIABILITY COMPANIES
1. A single-member limited liability company is an enterprise owned by a single organization or individual
((hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be
equal to the company’s charter capital.
2. A single-member limited liability company has the status of a juridical person from the day on which the
Certificate of Enterprise Registration is issued.
3. A single-member limited liability company must not issue shares except for equitization.
4. Single-member limited liability companies may issue bonds in accordance with this Law and relevant laws;
private placement of bonds shall comply with Article 128 and Article 129 of this Law.
Article 75. Contributing capital to establish the company
1. The initially registered charter capital of a single-member limited liability company is the total assets
promised by the owner and shall be written in company's charter.
2. The owner shall contribute adequate and correct assets as promised when applying for enterprise registration
within 90 days from the issuance date of the Certificate of Enterprise Registration. The time needed to transport
or import the contributed assets and for completing ownership transfer procedures will be added to this 90-day
period. During this period, the owner shall have rights and obligations that are proportional to the promised
capital.
3. In the charter capital is not fully contributed by the deadline specified in Clause 2 of this Article, the owner
shall register the contributed capital as charter capital within 30 days from the deadline, in which case the owner
shall be responsible for the financial obligations incurred by the company during the period before the change in
charter capital is registered in proportion to the promised capital.
4. The owner’s liability for the company’s financial obligations and the damage caused by the failure to
contribute or to fully and punctually contribute charter capital prescribed by this Article shall be equal to all of
the owner’s assets.
Article 76. Rights of the owner
1. The owner that is an organization has the rights to:
a) Draw up and revise the company's charter;
b) Decide the company’s annual business plan and development strategy;
c) Decide the company’s organizational structure; designate, dismiss the company’s executives and controllers;
d) Decide the company’s investment projects?
dd) Decide solutions for market development, marketing and technology;
e) Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's
charter whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio
or value specified in the company's charter);
g) Ratify the company’s annual financial statements;
h) Decide increase or decrease in the company’s charter capital, transfer part or all of the company’s charter
capital to another organization or individual; decide issuance of bonds;
i) Decide establishment of subsidiary companies and contribution of capital to other companies;
k) Organize the supervision and assessment of the company’s performance;
l) Decide the use of profits after the company’s tax liabilities and other financial obligations have been fulfilled;
m) Decide the company’s reorganization, dissolution or file bankruptcy;
n) Recover all assets of the company after the dissolution or bankruptcy process is complete;
o) Other rights prescribed by this Law and the company's charter.
2. The owner that is an individual has the rights specified in Points a, h, l, m, n and o Clause 1 of this Article;
the right to decide investment, business operation and the company’s administration, unless otherwise
prescribed by the company's charter.
Article 77. Obligations of the owner
1. Contribute charter capital fully and punctually.
2. Comply with the company's charter.
3. Separate the company’s assets and the owner’s assets. The owner that is an individual shall separate expenses
of himself/herself and his/her family and those of the company’s President, or General Director.
4. Comply with regulations of law on contracts and relevant laws while making purchases, sales, borrowing,
lending, leasing, entering into contracts and conducting other transactions between the company and the
company’s owner.
5. The company’s owner may only withdraw capital by transfer part or all of the charter capital to another
organization or individual. If the capital is withdrawn otherwise, the owner and relevant organizations and
individuals shall be jointly responsible for the company’s debts and other liabilities.
6. The owner must not withdraw profit when the company is unable to fully pay its debts and liabilities when
they are due.
7. Other obligations prescribed by Law and the company's charter.
Article 78. Exercising the owner’s rights in special cases
1. In case the owner transfers or gives away part of the charter capital to one or some organizations and
individuals or the company admits a new member, the company shall be converted accordingly and register the
change in enterprise registration information within 10 days from the date of completion of the transfer or
giveaway or admission of the new member.
2. In case the owner that is an individual is being kept in temporary detention, serving an imprisonment
sentence, serving an administrative penalty in a correctional institution or rehabilitation center, he/she shall
authorize another person to perform some or all of the owner’s rights and obligations.
3. In case the owner dies, his/her legal heir or designated heir shall be the owner or member of the company.
The company shall be converted accordingly and register the change of enterprise registration information
within 10 days from the day on which the inheritance is settled. In case there is no heir or the heir rejects the
inheritance or is disinherited, the owner’s stake shall be handled in accordance with civil laws.
4. In case the owner is missing, his/her stake shall be handled in accordance with civil laws.
5. In case owner is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors,
his/her rights and obligations shall be performed through his/her representative.
6. In case the owner is an organization and is dissolved or goes bankrupt, the person that receives the owner’s
stake shall become the owner or member of the company. The company shall be converted accordingly and
apply for change in enterprise registration information within 10 days from the day on which the transfer is
complete.
7. In case the owner is an individual and is banned by the court to do certain jobs, or the owner is a commercial
juridical person and is banned by the court to do business in the same business lines as those of the enterprise,
the owner must stop doing the job or suspend business in these business lines under the court decision.
Article 79. Organizational structure of a single-member limited liability company owned by an
organization
1. A single-member limited liability company owned by an organization shall apply one of the two models
below:
a) A company with a President and the Director/General Director;
b) A company with a Board of Members and the Director/General Director.
2. In case the company’s owner is a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, a
Board of Controllers shall be established. The establishment of a Board of Controllers in other cases shall be
decided by the company. The organizational structure, working regulations, standards, requirements, dismissal,
rights, duties and responsibilities of the Board of Controllers and Controllers are specified in Article 65 of this
Article.
3. The company shall have at least one legal representative who holds the title of President of the Board of
Members, the company’s President or Director/General Director. Unless otherwise prescribed by the company's
charter, the President of the company or President of the Board of Members shall be the company’s legal
representative.
4. Unless otherwise prescribed by the company's charter, organizational structure, functions, rights and duties of
the Board of Members, the company’s President, the Director/General Director shall comply with this Law.
Article 80. The Board of Members
1. The Board of Members shall have 03 – 07 members. The members shall be designated and dismissed by the
owner with a 5-year term of office. The Board of Members shall perform the owner’s rights and obligations in
the owner’s name; perform the company’s rights and obligations in the company’s name, except the rights and
obligations of the Director/General Director; take responsibility to the law and the owner for their performance
as prescribed by the company's charter, this Law and relevant laws.
2. Rights, obligations and working regulations of the Board of Members shall comply with the company's
charter, this Law and relevant laws.
3. The President of the Board of Members shall be designated by the owner or elected by members of the Board
of Members under the majority rule following the procedures specified in the company's charter. Unless
otherwise prescribed by the company's charter, the term of office, rights and obligations of the President of the
Board of Members shall comply with Article 56 and relevant regulations of this Law.
4. Meetings of the Board of Members shall be convened in accordance with Article 57 of this Law.
5. A meeting of the Board of Members shall be conducted when it is participated in by at least two thirds of the
members. Unless otherwise prescribed by the company's charter, each member shall have one vote with equal
value. The Board of Members may ratify its resolutions and decisions by questionnaire survey.
6. A resolution or decision of the Board of Members will be ratified when it is voted for by more than 50% of
the participating members or by a number of participating members that hold more than 50% of the total votes.
Revisions to the company's charter, reorganization of the company, transfer of all or part of the company’s
charter capital must be voted for by than 75% of the participating members or by a number of participating
members that hold more than 75% of the total votes. A resolution or decision of the Board of Members takes
effect from the day on which it is ratified or on the effective date written therein unless otherwise prescribed by
the company's charter.
7. Minutes of every meeting the Board of Members shall be taken in accordance with Clause 2 Article 60 of this
Law. Audio recording and other electronic forms are optional.
Article 81. The company’s President
1. The company’s President shall be designated by the company’s owner, perform the owner’s rights and
obligations in the owner’s name; perform the company’s rights and obligations in the company’s name, except
the rights and obligations of the Director/General Director; take responsibility to the law and the owner for
his/her performance as prescribed by the company's charter, this Law and relevant laws.
2. Rights, obligations and working regulations of the company’s President shall comply with the company's
charter, this Law and relevant laws.
3. A decision of the company’s President on performance of his/her rights and obligations shall be effective
from the day on which it is approved by the owner unless otherwise prescribed by the company's charter.
Article 82. The Director/General Director
1. The Board of Members or the company’s President shall designate or hire the Director/General Director
within a term of office not exceeding 05 years to manage the company’s everyday business. The
Director/General Director shall be responsible for the law and the Board of Members or the company’s
President for his/her performance. The President of the Board of Members, another member of the Board of
Members or the company’s President may concurrently hold the position of Director/General Director unless
otherwise prescribed by law or the company's charter.
2. The Director/General Director has the following rights and obligations:
a) Organize the implementation of resolutions and decisions of the Board of Members or the company’s
President;
b) Decide everyday operating issues of the company;
c) Organize implementation of the company’s busines plans and investment plans;
d) Issue the company’s rules and regulations;
dd) Designate, dismiss the company’s executives, except those within jurisdiction of the Board of Members;
e) Enter into contracts in the company’s name, except those within jurisdiction of the President of the Board of
Members or the company’s President;
g) Propose the company’s organizational structure;
h) Submit annual financial statements to the Board of Members or the company’s President;
i) Propose plans for use of profits or settlement of business losses;
k) Recruit employees;
l) Other rights and obligations specified in the company's charter and the employment contract.
3. To hold the position of Director/General Director, a person shall satisfy the following requirements:
a) He/she is not one of the persons specified in Clause 2 Article 17 of this Law;
b) He/she has professional qualifications and experience of busines administration and satisfies other conditions
specified in the company's charter.
Article 83. Responsibilities of members of the Board of Members, the company’s President, the
Director/General Director, other executives and Controllers
1. Comply with regulations of law, the company's charter, decisions of the company’s owner in performance of
their rights and obligations.
2. Perform their rights and obligations in an honest and prudent manner to serve the best and lawful interests of
the company and its owner.
3. Be loyal to the interests of the company and its owner; do not abuse their power and position or use the
enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other
organization’s or individual’s interests.
4. Promptly and fully notify the company of the enterprises that they own or have shares/stakes or that their
related persons own, jointly own or have separate controlling shares/stakes. The notifications shall be retained at
the company’s headquarters.
5. Other responsibilities prescribed by this Law and the company's charter.
Article 84. Salaries, bonuses and other benefits of the company’s executives and Controllers
1. The company’s executives and Controllers shall receive salaries, bonuses and other benefits according to the
company’s business performance.
2. The company’s owner shall decide the salaries, bonuses and other benefits of members of the Board of
Members, the company’s President and Controllers. Salaries , bonuses and other benefits of the company’s
executives and Controllers shall be recorded as the company’s expenses in accordance with regulations of law
on corporate income tax and relevant laws and shall be placed in a separate section in the company’s annual
financial statements.
3. The Controllers’ the salaries, bonuses and other benefits may be directly paid by the company’s owner as
prescribed by the company's charter.
Article 85. Organizational structure of a single-member limited liability company owned by an individual
1. A single-member limited liability company owned by an individual shall have a President and a
Director/General Director.
2. A company’s owner shall be the President who may concurrently hold the position of Director/General
Director or hire another person as the Director/General Director.
3. Rights and obligations of the Director/General Director shall be specified in the company's charter and the
employment contract.
Chapter V

JOINT STOCK COMPANIES

Article 111. Joint stock companies
1. A joint stock company is an enterprise in which:
a) The charter capital is divided into units of equal value called shares;
b) Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no
limit on the maximum number of shareholders;
a) A shareholder’s liability for the company’s debts and liabilities is equal to the amount of capital contributed
to the company by the shareholder;
d) Shareholders may transfer their shares to other persons except for the cases specified in Clause 3 Article 120
and Clause 1 Article 127 of this Law.
2. A joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise
Registration is issued.
3. A joint stock company may issue shares, bonds and other kinds of securities.
Article 112. Capital of a joint stock company
1. A joint stock company’s charter capital is the total face value of the shares sold. The initially registered
charter capital of a joint stock company is the total face value of subscribed shares and shall be written in the
company's charter.
2. Sold shares are authorized shares that have been fully paid for the shareholders. Upon registration of a joint
stock company, sold shares are the total number of subscribed shares.
3. Authorized shares are the total number of shares that are offered by the General Meeting of Shareholders
(GMS) to raise capital. The number of authorized shares of a joint stock company upon its registration is the
total number of shares that will be offered by the company to raise capital, including subscribed shares and
unsubscribed shares.
4. Unsold shares are authorized shares that have not been paid for. Upon registration of a joint stock company,
unsold shares are the total number of unsubscribed shares.
5. A joint stock company may decrease its charter capital in the following cases:
a) The decrease is decided by the GMS, in which case the company will return part of the contributed capital to
the shareholders in proportion to their holdings if the company has operated for at least 02 consecutive years
from the enterprise registration date and is able to fully pay its debts and other liabilities after the return of
capital;
b) The company repurchases the sold shares in accordance with Article 132 and Article 133 of this Law;
c) Charter capital is not fully and punctually contributed by the shareholders as prescribed in Article 113 of this
Law.
Article 113. Paying for subscribed shares upon enterprise registration
1. Shareholders shall fully pay for the subscribed shares within 90 days from issuance date of the Certificate of
Enterprise Registration unless shorter time limit is specified by the company's charter or the shares registration
contract. In case of capital contribution by assets, the time needed to transport or import the contributed assets
and for completing ownership transfer procedures shall be added to this time limit. The Board of Directors shall
supervise the shareholders fully and punctually paying for the subscribed shares.
2. During the period from the issuance date of the Certificate of Enterprise Registration to the deadline for
paying for the subscribed shares mentioned in Clause 1 of this Article, the number votes of shareholders shall be
proportional to their subscribed shares unless otherwise prescribed by the company's charter.
3. In case a shareholder fails to pay or to fully pay for the subscribed shares by the deadline specified in Clause
of this Article:
a) The shareholder that fails to pay for the subscribed shares is no longer a shareholder of the company and
must not transfer the right to purchase the shares to another person;
b) The shareholder that only pays for part of the subscribed shares will be entitled to a number of votes,
dividends and benefits that are proportional to the paid shares and must not transfer the right to purchase the
unpaid shares to another person;
c) The shares that are not paid for shall be considered unsold shares and may be sold by the Board of Directors;
d) Within 30 days from the deadline for paying for the subscribed shares mentioned in Clause 1 of this Article,
the company shall register the change in charter capital, which shall be equal to the total face values of paid
shares unless the unpaid shares are sold out during this period; and register the change of founding shareholders.
4. The shareholders that do not pay or fully pay for their subscribed shares shall be held liable for the company’s
financial obligations that incur before the day on which the company register the change in charter capital as
prescribed in Point d Clause 3 of this Article in proportion to the amount of their subscribed shares. Members of
the Board of Directors and the legal representative shall be jointly responsible for the damage caused by the
failure to comply with or fully comply with regulations of Clause 1 and Point d Clause 3 of this Article.
5. Except for the cases in Clause 2 of this Article, a capital contributor will become the company’s shareholder
from the day on which the shareholder’s shares are fully paid for and the shareholder’s information specified in
Points b, c, d and dd Clause 2 Article 122 of this Law is recorded in the shareholder register.
Article 114. Types of shares
1. A joint stock company shall have ordinary shares, which are held by ordinary shareholders.
2. In addition to ordinary shares, a joint stock company may have preference shares, which are held by
preference shareholders. Preference shares include:
a) Participating preference shares;
b) Redeemable preference shares;
c) Super-voting shares;
d) Other types of preference shares prescribed by the company's charter and securities laws.
3. The persons that may purchase participating preference shares, redeemable preference shares and other
preference shares shall be specified in the company's charter or decided by the GMS.
4. Every share of the same type will confer upon the holder equal rights, obligations and interest.
5. Ordinary shares cannot not be converted into preference shares. preference shares may be converted into
ordinary shares under a resolution of the GMS.
6. Ordinary shares used as underlying assets to issue non-voting depository receipts are called underlying
ordinary shares. Non-voting depository receipts have interest and obligations proportional to the underlying
ordinary shares, except voting rights.
7. The Government shall provide for non-voting depository receipts.
Article 115. Rights of ordinary shareholders
1. Ordinary shareholders have the right to:
a) Participate in and make comments at the General Meeting of Shareholders; exercise the right to vote directly
or through authorized representatives or another method prescribed by law or the company's charter. Each
ordinary share equals one vote;
b) Receives dividends at the rate decided by the GMS;
c) Be given priority to buy additional shares in proportion to their holding of ordinary shares in the company;
d) Transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1
Article 127 of this Law and relevant laws;
dd) Access names and addresses on the list of voting shareholders; request rectification of incorrect information
about themselves;
e) Access, extract, make copies of the company's charter, minutes and resolutions of the GMS;
g) Receive part of the remaining assets in proportion to their holdings in the company when the company is
dissolved or goes bankrupt.
2. The shareholder or group of shareholders that holds at least 5% of the ordinary shares (or a smaller ratio
specified in the company's charter) shall have the rights to:
a) Access, extract the minutes of meetings, resolutions and decisions of the Board of Directors, mid-year and
annual financial statements, reports of the Board of Controllers, contracts and transactions subject to approval
by the Board of Directors and other documents except those that involve the company’s business secrets;
b) Demand that a GMS be convened in the cases specified in Clause 3 of this Article;
c) Request the Board of Controllers to investigate into specific matters relevant to the company’s administration
where necessary. The request shall be made in writing and contain the full names, mailing addresses,
nationalities, legal document numbers of shareholders that are individuals; names, EID numbers or legal
document numbers, headquarters addresses of shareholders that are organizations; quantities of shares and time
of shares registration of each shareholder, total quantity of shares of the group and their holdings in the
company; the matter that needs investigating and the purposes of investigation;
dd) Other rights prescribed by this Law and the company's charter.
3. The shareholder or group of shareholders specified in Clause 2 of this Article is entitled to demand a GMS be
convened in the following cases:
a) The Board of Directors seriously violates the shareholders’ rights, obligations of executives or issues
decisions ultra vires;
b) Other cases prescribed by the company's charter.
4. A request mentioned in Clause 3 of this Article shall be made in writing and contain the full names, mailing
addresses, nationalities, legal document numbers of shareholders that are individuals; names, EID numbers or
legal document numbers, headquarters addresses of shareholders that are organizations; quantities of shares and
time of shares registration of each shareholder, total quantity of shares of the group and their holdings in the
company; the reasons for convening the GMS. The request shall be enclosed with documentary evidence of the
violations committed by the Board of Directors or the decision issued ultra vires.
5. Unless otherwise prescribed by the company's charter, the shareholder or group of shareholders that holds at
least 10% of the ordinary shares (or a smaller ratio specified in the company's charter) is entitled to nominate
candidates for the Board of Directors and the Board of Controllers as follows:
a) The ordinary shareholders shall hold a meeting to nominate candidates for the Board of Directors and the
Board of Controllers and inform the participating shareholders before the opening of the GMS;
b) The number of candidates depends on the quantity of members of the Board of Directors and the Board of
Controllers and shall be decided by the GMS. In case the number of candidates nominated is smaller than the
permissible number, the remaining candidates shall be nominated by the Board of Directors, the Board of
Controllers and other shareholders.
6. Other rights prescribed by this Law and the company's charter.
Article 116. Super-voting shares and rights of their holders
1. Super-voting shares are ordinary shares that have more votes than other ordinary shares. The number of votes
of a preferred voting share shall be specified in the company's charter. Only organizations authorized by the
Government and founding shareholders may hold super-voting shares. The super-voting powers of founding
shareholders shall be effective for 03 years from the issuance date of the Certificate of Enterprise Registration.
The right to vote and voting preference period of super-voting shares held by organizations authorized by the
Government shall be specified in the company's charter. After this period expires, super-voting shares shall
become ordinary shares.
2. Holders of super-voting shares have the rights to:
a) Vote on the matters under the jurisdiction of the GMS with the number of votes specified in Clause 1 of this
Article;
b) Other rights of ordinary shareholders, except the cases specified in Clause 3 of this Article.
3. Holders of super-voting shares must not transfer these shares to other persons unless it is demanded by an
effective court judgment or decision or transferred in accordance with inheritance laws.
4. The Government shall elaborate this Article.
Article 117. Participating preference shares and rights of their holders
1. Participating preference shares are shares that provide their holders with higher dividends than those of
ordinary shares or with stable annual dividend. Annual dividend includes fixed dividend and extra dividend. Fix
dividends do not depend on the company’s business performance. Fix dividend and method for determination of
extra dividend shall be written on the certificates of participating preference shares.
2. Holders of participating preference shares have the rights to:
a) Receive the dividend prescribed in Clause 1 of this Article;
b) Receive part of the company’s remaining assets in proportion to their holdings in case the company is
dissolved or goes bankrupt after the company’s debts and redeemable preference shares are fully paid;
c) Other rights of ordinary shareholders, except the cases specified in Clause 3 of this Article;
3. Holders of participating preference shares do not have the right to vote, participate in the GMS, nominate
candidates for the Board of Directors and the Board of Controllers, except the cases specified in Clause 6
Article 148 of this Law.
Article 118. Redeemable preference shares and rights of their holders
1. Redeemable preference shares are shares that will be redeemed by the company at the request of their holders
or under the conditions written in the certificates of redeemable preference shares and the company's charter.
2. Holders of redeemable preference shares have all of the rights of ordinary shareholders, except the cases
specified in Clause 3 of this Article.
3. Holders of redeemable preference shares do not have the right to vote, participate in the GMS, nominate
candidates for the Board of Directors and the Board of Controllers, except the cases specified in Clause 5
Article 114 and Clause 6 Article 148 of this Law.
Article 119. Obligations of shareholders
1. Fully and punctually pay for their subscribed shares.
2. Do not withdraw contributed capital in the form of ordinary shares in any shape or form, unless the shares are
purchased by the company or other persons. The shareholder that withdraws all or part of the share capital
against regulations of this Clause and persons with related interests in the company shall have a liability for the
company’s debts and other liabilities which is equal to the value of the shares withdrawn and the damage caused
by this action.
3. Comply with the company's charter, rules and regulations.
4. Comply with resolutions and decisions of the Board of Directors and the GMS.
5. Protect the confidentiality of information provided by the company in accordance with the company's charter
and the law; only use the provided information to perform and protect their lawful rights and interests; do not
spread or share information provided by the company to any other organization or individual.
6. Other obligations prescribed by Law and the company's charter.
Article 120. Ordinary shares of founding shareholders
1. A new joint stock company shall have at least 03 founding shareholders. A joint stock company converted
from a state-owned enterprise or limited liability company or after division, consolidation, acquisition of
another joint stock company is not required to have founding shareholders. Instead, the company's charter in the
enterprise registration application shall contain signatures of the company’s legal representatives or ordinary
shareholders.
2. The founding shareholders shall subscribe for at least 20% of the total authorized ordinary shares upon
enterprise registration.
3. Within 03 years from the issuance date of the Certificate of Enterprise Registration, the ordinary shares of
founding shareholders may be transferred to other founding shareholders and may only be transferred to a
person that is not a founding shareholder if the transfer is accepted by the GMS. In this case, the transferor does
not have the right to vote on this transfer.
4. The limitations specified in Clause 3 of this Article do not apply to the following ordinary shares:
a) Additional shares acquired by founding shareholders after the enterprise is registered;
b) Shares that have been transferred to other persons that are not founding shareholders.
Article 121. Share certificate
1. A share certificate is a certificate issued by a joint stock company, a book entry or electronic data that certifies
the ownership of one or a number of shares of the company. A share certificate shall contain the following
information:
a) The company’s name, EID number, headquarter address;
b) Quantity and type of shares;
c) The face value of each share and total face value of the number of shares written therein;
d) Full name, signature, mailing address, nationality and legal document number if the shareholder is an
individual; names, EID numbers or legal document number and headquarters address if the shareholder is an
organization;
dd) Signatures of the company’s legal representatives;
e) Registration number on the company’s shareholder register and issuance date of the share certificate;
g) Other information specified in Articles 116, 117 and 118 of this Law for certificates of preference shares.
2. Errors in a share certificate do not affect rights and interests of its holder. The company’s legal representative
shall be responsible for the damage caused by such errors.
3. In case a share certificate is lost or damaged, it will be reissued at the request of its holder. The request shall
contain:
a) Information about the lost or damaged certificate;
b) The commitment to take responsibility for disputes caused by its reissuance.
Article 127. Transfer of shares
1. Shares may be transferred freely except the cases specified in Clause 3 Article 120 of this Law and other
cases of restriction specified in the company's charter. The restrictions on transfer of shares specified in the
company's charter are only applicable if they are written in the certificates of the shares subject to restriction.
2. The transfer shall be made into a contract or carried out on the securities market. In case of transfer under a
contract, the documents shall bear the signatures of the transferor and the transferee or their authorized
representatives. In case shares are transferred on the securities market, the transfer procedures prescribed by
securities laws shall apply.
3. In case of the death of a shareholder that is an individual, his/her heir at law or designated by a will shall
become a shareholder of the company.
4. In case a shareholder that is an individual dies without an heir or the heir refuses the inheritance or is
disinherited, his/her shares shall be settled in accordance with civil laws.
5. A shareholder may donate all or part of their shares to other organizations and individuals; use the shares to
pay debts. The organization or individual that receives the donation or debt payment will become a shareholder
of the company.
6. The organizations and individuals that receive shares in the cases specified in this Article will only become
shareholders when the information specified in Clause 2 Article 122 of this Law is fully recorded in the
shareholder register.
7. The company shall register the changes of shareholders in the shareholder register as requested by relevant
shareholders within 24 hours after the request is received.
Article 133. Share repurchase under the company’s decision
The company is entitled to repurchase up to 30% the total ordinary shares, all or part of the participating
preference shares that have been sold. To be specific:
1. The Board of Directors is entitled to decide repurchase of up to 10% of the total shares of each type which are
sold within 12 months. Other cases of share repurchase shall be decided by the GMS;
2. The Board of Directors is entitled to impose the repurchase price. The repurchase price for ordinary shares
must not exceed their market price at the time, except the cases specified in Clause 3 of this Article. Repurchase
prices of other types of shares must not be lower than their market prices unless otherwise prescribed by the
company's charter or agreed upon by the company and relevant shareholders;
3. The company may repurchase shares of each shareholder in proportion to their holding in the company as
follows:
a) The notification on the company’s decision to repurchase shares shall be sent by express mail to all
shareholders within 30 days from its ratification date. The notification shall contain the company’s name and
headquarters address, total number and types of shares repurchased, repurchase prices or pricing rules;
procedures and deadline for paying, procedures and deadline for shareholders to sell their shares to the
company;
b) The shareholders that agree to sell back their shares to the company shall send a written agreement to the
company by express mail within 30 days from the notification date. The agreement shall contain the full name,
mailing address, nationality, legal document number if the shareholder is an individual; name, EID number or
legal document number, headquarters address if the shareholder is an organization; the quantity of shares being
held, quantity of shares to be sold; method of payment, signature of the shareholder or the shareholder’s legal
representative. The company only buys back the shares within this time limit.
Article 135. Paying dividends
1. Dividends of preference shares shall be paid under the conditions applied thereto.
2. Dividends of ordinary shares shall be determined according to the realized net profit and the dividend
payment from the company’s retained earnings. The joint stock company may only pay dividend of ordinary
shares when the following conditions are fully satisfied:
a) The company has fully its tax liabilities and other liabilities as prescribed by law;
b) The company’s funds are contributed to and the previous losses are made up for as prescribed by law and the
company's charter;
c) After dividends are fully paid, the company is still able to fully pay its debts and other liabilities when they
are due.
3. Dividends can be paid in cash, the company’s shares or other assets specified in the company's charter. If
dividends are paid in cash, it shall be VND and using the methods of payment prescribed by law.
4. Dividends shall be fully paid within 06 months form the ending date of the annual GMS. The Board of
Directors shall compile a list of shareholders that receive dividends, dividend of each share, time and method of
payment at least 30 days before each payment of dividends. The notification of dividend payment shall be sent
by express mail to the shareholders’ registered addresses at least 15 days before the dividend payment date.
Such a notification shall contain the following information:
a) The company’s name and headquarters address;
b) Full name, mailing address, nationality and legal document number if the shareholder is an individual;
c) Name, EID number or legal document number and headquarters address if the shareholder is an organization;
d) Quantity of each type of shares; dividend of each share and the total dividends receivable by the shareholder;
dd) Time and method of dividend payment;
e) Full names and signatures of the company’s legal representatives and the President of the Board of Directors.
5. In case a shareholder transfers their shares during the period from the date of compilation of the list of
shareholders to the dividend payment date, the transferor will receive the dividend.
6. In case dividends are paid in shares, the company is not required to follow the procedures for offering shares
prescribed in Articles 123, 124 and 125 of this Law and is only required to register the charter capital increase,
which is equal to the total face value of shares paid as dividends, within 10 days from the completion date of
dividend payment.
Article 137. Organizational structure of a joint stock company
1. Unless otherwise prescribed by securities laws, a joint stock company may choose one of the following
models:
a) A joint stock company with the GMS, Board of Directors, Board of Controllers and Director/General
Director. If the joint stock company has fewer than 11 shareholders and the shareholders that are organizations
hold less than 50% of the company’s total shares, a Board of Controllers is not mandatory;
b) A joint stock company with the GMS, Board of Directors and Director/General Director. In this case, at least
20% of the members of the Board of Directors shall be independent members and there has to be an audit
committee affiliated to the Board of Directors. The organizational structure, functions and duties of the audit
committee shall be specified in the company's charter or the audit committee’s operating regulations
promulgated by the Board of Directors.
2. If the company has only one legal representative, the President of the Board of Directors or the
Director/General Director shall be the legal representative. The President of the Board of Directors shall be the
company’s legal representative unless otherwise prescribed by the company's charter. If the company has more
than one legal representative, the President of the Board of Directors and the Director/General Director shall be
the company’s legal representatives.
Chapter VI

PARTNERSHIPS
Article 177. Partnerships
1. A partnership is an enterprise in which:
a) There are least 02 partners that are joint owners of the company and do business under the same name
((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;
b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her
assets;
c) A limited partner can be an organization or an individual whose liability for the company’s debts is equal to
the promised capital contribution.
2. A partnership has the status of a juridical person from the day on which the Certificate of Enterprise
Registration is issued.
3. A partnership must not issue any kind of securities.
Article 178. Capital contribution and issuance of the capital contribution certificate
1. General partners and limited partners shall contribute capital fully and punctually as promised.
2. A general partner who fails to contribute capital fully and punctually as promised and thus causes damage to
the company shall pay compensation.
3. In case a limited partner fails to contribute capital fully and punctually as promised, the uncontributed capital
shall be considered that partner’s debt to the company, in which case the limited partner can be excluded from
the company under a decision of the Board of Partners.
4. When capital is fully contributed, the partner shall be granted the capital contribution certificate, which shall
contain the following information:
a) The company’s name, EID number, headquarter address;
b) The company’s charter capital;
c) Full name, signature, mailing address, nationality and legal document number if the partner is an individual;
EID number or legal document number, headquarters address if the partner is an organization; type of partner;
d) The value of capital contributed and types of contributed assets;
dd) The number and date of issuance of the certificate of capital contribution;
e) Rights and obligations of the certificate holder;
g) Full names and signatures of the certificate holder and the company’s general partners.
5. In case the capital contribution certificate is lost or damaged, the partner will be reissued with another
certificate by the company.
Article 179. A partnership’s assets
A partnership’s assets include:
1. Assets that are contributed by the partners and have been transferred to the company;
2. Assets created under the partnership’s name;
3. Assets obtained from business activities performed by general partners on behalf of the company and from
business activities of the partnership performed by general partners in their own names;
4. Other assets prescribed by law.
Article 180. Limitations of general partners
1. A general partner must not be the owner of a sole proprietorship, must not be a general partner of another
partnership unless it is accepted by the other general partners.
2. A general partner must not, in their own names or others’ names, do business in the same busines lines as
those of the partnership for personal gain or to serve the interests of another organization or individual.
3. A general partner must not transfer part or all of his/her stake in the company to another organization or
individual unless it is accepted by the other general partners.
Chapter VII
SOLE PROPRIETORSHIPS
Article 188. Sole proprietorships
1. A sole proprietorship is an enterprise owned by a single individual whose liability for its entire operation is
equal to his/her total assets.
2. A sole proprietorship must not issue any kind of securities.
3. An individual may only establish one sole proprietorship. The owner of a sole proprietorship must not
concurrently own a household business or hold the position of general partner of a partnership.
4. A sole proprietorship must not contribute capital upon establishment or purchase shares or stakes of
partnerships, limited liability companies or joint stock companies.
Article 189. Capital of sole proprietorships
1. The capital of a sole proprietorship shall be registered by its owner. The sole proprietorship’s owner shall
register the accurate amounts of capital in VND, convertible currencies, gold and other assets, types and
quantities of assets.
2. All the capital, including loans and leased assets serving the sole proprietorship’s operation, shall be fully
recorded in its accounting books and financial statements as prescribed by law.
3. During its operation, the sole proprietorship’s owner is entitled to increase or decrease its capital. The
increases and decreases in capital shall be fully recorded in accounting books. In case the capital is decreased
below the registered capital, the decrease may only be made after it has been registered with the business
registration authority.
Article 190. Administration of sole proprietorships
1. The sole proprietorship’s owner has total authority to decide all of its business activities, use of post-tax profit
and fulfillment of other financial obligations as prescribed by law.
2. The owner may directly or hire another person to hold the position of Director/General Director. In case of an
hired Director/General Director, the owner is still responsible for every business activity of the enterprise.
3. The sole proprietorship’s owner is its legal representative who will represent it during civil proceedings, as
the plaintiff, defendant or person with relevant interests and duties before the court and arbitral tribunals, and in
performance of other rights and obligations prescribed by law.
Article 191. Leasing out a sole proprietorship
The sole proprietorship’s owner is entitled to lease out the entire sole proprietorship, provided a written
notification and certified true copies of the lease contract are submitted to the business registration authority and
tax authority within 03 working days from the effective date of the contract. During the lease term, the sole
proprietorship’s owner is still legally responsible as its owner. The rights and obligations of the owner and the
lessee to the sole proprietorship’s business operation shall be specified in the lease contract.
Article 192. Selling a sole proprietorship
1. The sole proprietorship’s owner is entitled to sell it to another organization or individual.
2. After selling the sole proprietorship, the owner is still responsible for its debts and liabilities that occur before
the date of transfer, unless otherwise agreed upon by the owner, the buyer and the creditors.
3. The sole proprietorship’s owner and the buyer shall comply with labor laws.
4. The buyer of the sole proprietorship shall register the change of owner in accordance with this Law.