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SOCIALIST REPUBLIC OF VIETNAM

CONGRESS

Independence - Freedom - Happiness

Number: 59/2020/QH14

Hanoi, June 17, 2020
THE LAW
ENTERPRISE

Pursuant to the Constitution of the Socialist Republic of Vietnam;
The National Assembly promulgates the Enterprise Law.

Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Law provides for the establishment, management organization, reorganization, dissolution and related activities of enterprises, including limited liability companies, public
joint-stock companies, partnerships and private enterprises; regulations on groups of companies.
Article 2. Subjects of application
1. Enterprise.
2. Agencies, organizations and individuals involved in the establishment, organization, management, reorganization, dissolution and related activities of enterprises.
Article 3. Application of the Enterprise Law and other laws
Where other laws have specific provisions on the establishment, organization and management, re-organization, dissolution and related activities of enterprises, the provisions of this Law shall apply.
of that law.
Article 4. Interpretation of terms
In this Law, the following terms are construed as follows:
1. Copies are papers that are copied from the original book or authenticated from the original by a competent agency or organization or have been compared with the original.
2. Foreign individual means the bearer of papers identifying foreign nationality.
3. Shareholders are individuals or organizations that own at least one share of a joint-stock company.
4. Founding shareholder means a shareholder owning at least one common share and signing in the list of founding shareholders of a joint-stock company.
5. Dividend is the net profit paid per share in cash or other assets.
6. Companies include limited liability companies, joint stock companies and partnerships.
7. A limited liability company includes a one member limited liability company and a two or more member limited liability company.
8. National enterprise registration portal is an electronic portal used for enterprise registration via electronic information networks, information disclosure
information on business registration and access information on business registration.
9. National enterprise registration database is a collection of data on enterprise registration nationwide.
10. Enterprise is an organization with its own name, assets, transaction office, established or registered for establishment under the provisions of law for the purpose of doing business.
business.
11. State enterprises include enterprises in which the State holds more than 50% of the charter capital and the total number of voting shares as prescribed in Article 88
of this Law.
12. Vietnamese enterprise means an enterprise established or registered for establishment in accordance with Vietnamese law and having its head office in Vietnam.
13. Contact address is the registered address of the head office for the organization; address of permanent residence or place of employment or other address of the individual with whom the person is registered
businesses to make contacts.
14. The market price of the contributed capital or shares is the transaction price on the market at the preceding time, the price agreed between the seller and the buyer, or
price determined by a valuation organization.
15. An enterprise registration certificate is a paper or electronic document that records information on business registration that the business registration agency
business for enterprises.
16. Legal papers of an individual are one of the following papers: citizen identification card, people's identity card, passport, personal identification paper
other legal.
17. Legal papers of an organization are one of the following: Decision on establishment, Certificate of enterprise registration, other equivalent documents.
18. Capital contribution means the contribution of assets to form the charter capital of the company, including capital contribution to establish a company or additional contribution to the charter capital of an established company.
create.
19. The national information system on business registration includes the National Portal on Business Registration, the National Database on Business Registration
industry, related databases, and systems engineering infrastructure.
20. A valid dossier is one that contains all the papers prescribed by this Law and the contents of those papers are fully declared in accordance with law.
21. Business means the continuous performance of one, several or all stages of the process from investment, production to consumption of products or provision of services on the market.
market for profit.
22. Persons having family relations include: wife, husband, biological father, natural mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law , brother
biological sister, brother-in-law, brother-in-law, brother-in-law, sister-in-law, sister-in-law, brother-in-law, brother-in-law, brother-in-law
husband.
23. Related person is an individual or organization that has a direct or indirect relationship with an enterprise in the following cases:
a) The parent company, the manager and the legal representative of the parent company and the person competent to appoint the manager of the parent company;
b) Subsidiaries, managers and legal representatives of subsidiaries;
c) Individuals, organizations or groups of individuals or organizations that have the ability to dominate the operation of such enterprise through ownership, acquisition of shares, contributed capital or
through corporate decision-making;
d) Enterprise managers, legal representatives, controllers;
dd) Wife, husband, biological father, natural mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law, biological brother, sister-in-law, younger sister , brother-in-law, brother-in-law, sister
bride, sister-in-law of the company manager, legal representative, controller, members and shareholders owning contributed capital or controlling shares;
e) The individual is the authorized representative of the company or organization specified at Points a, b and c of this Clause;
g) Enterprises in which individuals, companies or organizations specified at Points a, b, c, d, dd and e of this Clause possess to the extent that they dominate the decision making of the company.
24. Business manager means a person who manages a private enterprise and a manager of a company, including private business owners, general partners, owners.
Chairman of the Members' Council, member of the Members' Council, President of the company, Chairman of the Board of Directors, member of the Board of Directors, Director or General Director
and individuals holding other management positions as prescribed in the company's charter.
25. Enterprise founder means an individual or organization that establishes or contributes capital to establish an enterprise.
26. Foreign investors are individuals or organizations in accordance with the Law on Investment.
27. Contributed capital is the total value of assets of a member who has contributed or committed to contribute to a limited liability company or partnership. The percentage of contributed capital is billion
ratio between the contributed capital of a member and the charter capital of a limited liability company or a partnership.
28. Public utility products and services are products and services essential to the socio-economic life of the country, locality or community that the State
need to ensure for the common interest or to ensure national defense and security, and the production and supply of these products and services under the market mechanism is difficult to compensate for.
cost.
29. Company member means an individual or organization that owns part or all of the charter capital of a limited liability company or partnership.
30. Members of a partnership include general partners and capital contributors.
31. Enterprise reorganization means the division, separation, consolidation, merger or transformation of an enterprise.
32. Foreign organization means an organization established in a foreign country under foreign law.
33. Voting capital is the contributed capital or shares, whereby the owner has the right to vote on issues falling under the decision competence of the Association.
members or the General Meeting of Shareholders.
34. Charter capital is the total value of assets contributed or committed by the company's members and owners when establishing a limited liability company, the company
partnerships; is the total par value of shares sold or registered for purchase upon the establishment of a joint stock company.
Article 5. State guarantees for enterprises and business owners
1. The State recognizes the long-term existence and development of all types of enterprises specified in this Law; ensure equality before the law of the
enterprises regardless of form of ownership and economic sectors; recognize the legitimate profitability of business activities.
2. The State recognizes and protects the ownership of assets, investment capital, income, other lawful rights and interests of enterprises and business owners.
3. Lawful assets and investment capital of the enterprise and its owner shall not be nationalized or confiscated by administrative measures. School
Where it is absolutely necessary, the State requisitions or requisitions the assets of the enterprise, shall be paid and compensated according to the provisions of law on expropriation,
property requisition. The payment and compensation must ensure the interests of the enterprise and do not discriminate between types of enterprises.
Article 6. Political organizations, socio-political organizations and employee representative organizations at grassroots level in enterprises
1. Political organizations, socio-political organizations and employee representative organizations at grassroots level in enterprises shall operate in accordance with the Constitution, laws and regulations.
organization's charter.
2. Enterprises are obliged to respect and must not obstruct or cause difficulties in the establishment of political organizations, socio-political organizations and representative organizations.
employees at the establishment in the enterprise; must not obstruct or cause difficulties for employees to participate in activities in these organizations.
Article 7. Rights of enterprises
1. Freedom to do business in industries and trades not prohibited by law.
2. Business autonomy and choice of business organization form; proactively select industries, occupations, geographical areas and business forms; actively adjust the scale and
business.
3. Select the form and method of mobilizing, allocating and using capital.
4. Freedom to find markets, customers and sign contracts.
5. Export and import business.
6. Recruit, hire and employ workers in accordance with the labor law.
7. Actively applying science and technology to improve business efficiency and competitiveness; protected by intellectual property rights under the provisions of
intellectual property law.
8. Possessing, using and disposing of assets of the enterprise.
9. Refuse requests of agencies, organizations and individuals to provide resources not in accordance with law.
10. Complaints and participate in legal proceedings in accordance with law.
11. Other rights as prescribed by law.
Article 8. Obligations of enterprises
1. Satisfy the conditions for business investment when conducting conditional business lines; industries and occupations with conditional market access for homes
foreign investment in accordance with the law and ensure to maintain such conditions throughout the course of business operations.
2. To fully and promptly fulfill obligations on enterprise registration, registration of changes in enterprise registration contents, and public disclosure of information on establishment and operation
of enterprises, reports and other obligations as prescribed by this Law.
3. Take responsibility for the truthfulness and accuracy of the information declared in the enterprise registration dossier and reports; the case of discovery of the listed information
If the declaration or report is inaccurate or incomplete, it must promptly amend and supplement such information.
4. Organize accounting, tax payment and perform other financial obligations as prescribed by law.
5. Ensuring the lawful and legitimate rights and interests of employees in accordance with law; non-discrimination, insulting the honor and dignity of
employees in the enterprise; not mistreat labor, force labor or illegally use juvenile workers; support and facilitate
favorable for employees to participate in training to improve professional qualifications and skills; implement policies and regimes of social insurance, unemployment insurance, insurance
health and other insurance for employees as prescribed by law.
6. Other obligations as prescribed by law.
Article 9. Rights and obligations of enterprises providing public products and services
1. Rights and obligations of enterprises specified in Article 7, Article 8 and other relevant provisions of this Law.
2. To account and offset costs according to the prices prescribed by the law on bidding or collect fees for using services according to regulations of competent state agencies.
3. To be guaranteed the appropriate product and service delivery time to recover the investment capital and make a reasonable profit.
4. To supply products and services in sufficient quantity, with correct quality and within the committed time limit at prices or charges set by competent state agencies.
5. Ensure fair and favorable conditions for customers.
6. Take responsibility before the law and customers for the quantity, quality, supply conditions and prices, charges of products and services provided.
Article 10. Criteria, rights and obligations of social enterprises
1. Social enterprises must meet the following criteria:
a) Being an enterprise registered for establishment in accordance with this Law;
b) Operational objectives are to solve social and environmental problems for the benefit of the community;
c) Use at least 51% of the total annual profit after tax of the enterprise for reinvestment in order to realize the registered target.
2. In addition to the rights and obligations of enterprises as prescribed in this Law, social enterprises have the following rights and obligations:
a) Owners and managers of social enterprises are entitled to consider, facilitate and assist in the issuance of relevant licenses, certificates and certificates according to the provisions of law.
provisions of law;
b) To mobilize and receive funding from individuals, businesses, non-governmental organizations and other Vietnamese and foreign organizations to cover management and operational expenses.
business activities;
c) Maintain operational objectives and conditions specified at Points b and c, Clause 1 of this Article throughout the operation process;
d) Funds raised cannot be used for other purposes than to cover administrative and operational costs to solve social and environmental problems.
the school in which the enterprise has registered;
dd) In case of receiving incentives and support, the social enterprise must annually report to the competent authority on the operation of the enterprise.
Karma.
3. Social enterprises must notify competent authorities when they terminate the implementation of social and environmental goals or do not use profits for reinvestment.
as prescribed at Points b and c, Clause 1 of this Article.
4. The State has policies to encourage, support and promote the development of social enterprises.
5. The Government shall detail this Article.
Article 11. The enterprise's document retention regime
1. Depending on the type, the enterprise must keep the following documents:
a) The company's charter; internal management regulations of the company; register of members or register of shareholders;
b) Diploma of protection of industrial property rights; certificate of product, goods and service quality registration; other licenses and certificates;
c) Documents and papers certifying the ownership of the company's assets;
d) Voting sheets, minutes of vote counting, minutes of meetings of the Members' Council, the General Meeting of Shareholders, the Board of Directors; business decisions;
dd) Prospectus for offering or listing securities;
e) Reports of the Control Board, conclusions of inspection agencies, conclusions of auditing organizations;
g) Accounting books, accounting vouchers, annual financial statements.
2. The enterprise must keep the documents specified in Clause 1 of this Article at its head office or at another location specified in the company's charter; retention period
comply with the provisions of the law.
Article 12. Legal representative of enterprises
1. The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the transaction of the enterprise,
representing the enterprise as a requester for settlement of civil matters, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts and
other rights and obligations as prescribed by law.
2. Limited liability companies and joint stock companies may have one or more legal representatives. The company's charter specifies the number and title
management and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company's charter
specifying the rights and obligations of each legal representative. If the division of rights and obligations of each legal representative has not yet been
as clearly stated in the company's charter, each legal representative of the company is an authorized representative of the enterprise before a third party; all
the legal representative must be jointly responsible for damage caused to the enterprise in accordance with the civil law and other provisions of the law.
relevant laws.
3. Enterprises must ensure that there is always at least one legal representative residing in Vietnam. When there is only one legal representative remaining in Vietnam
If this person exits Vietnam, he/she must authorize in writing another individual residing in Vietnam to perform the rights and obligations of the representative.
legal. In this case, the legal representative is still responsible for the performance of the authorized rights and obligations.
4. In case the time limit for authorization as prescribed in Clause 3 of this Article expires, but the legal representative of the enterprise has not returned to Vietnam and has no authorization,
Other rights shall comply with the following provisions:
a) The authorized person continues to exercise the rights and obligations of the legal representative of the private enterprise until the legal representative
the law of the enterprise back to work at the enterprise;
b) The authorized person continues to exercise the rights and perform the obligations of the legal representative of the limited liability company, joint stock company, company
partnership until the legal representative of the company returns to work at the company or until the company owner, the Members' Council, the Board of
the management decides to appoint another person as the legal representative of the enterprise.
5. Except for the case specified in Clause 6 of this Article, for an enterprise, there is only one legal representative and this person is absent from Vietnam for more than 30 days.
without authorizing others to exercise the rights and obligations of the legal representative of the enterprise or die, missing, or being prosecuted.
criminal responsibility, being held in custody, serving prison sentences, serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments
forced, restricted or incapacitated for civil acts, having difficulties in cognition or behavior control, being banned by the Court from holding certain posts, practicing certain professions or doing
For certain tasks, the company owner, the Members' Council or the Board of Directors shall appoint another person to act as the company's legal representative.
6. For a limited liability company with two members, if any member being an individual as the company's legal representative dies, is missing, or is being prosecuted,
criminal responsibility study, being held in temporary detention, serving prison sentences, serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments
forced, fled from their place of residence, restricted or lost their civil act capacity, had difficulties in cognition or behavior control, was banned by the Court from holding certain posts, banned by the Court
practicing certain professions or doing certain jobs, the remaining members will automatically act as the legal representatives of the company until a new decision of the Association is issued.
co-members on the legal representative of the company.
7. Courts and other competent procedure-conducting agencies have the right to appoint legal representatives to participate in procedures in accordance with law.
Article 13. Responsibilities of the legal representative of the enterprise
1. The legal representative of an enterprise has the following responsibilities:
a) To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the legitimate interests of the enterprise;
b) Loyalty to the interests of the enterprise; do not abuse their position and position and use information, know-how, business opportunities, and other assets of the enterprise for investment purposes.
benefits or serves the interests of other organizations and individuals;
c) To promptly, fully and accurately notify the enterprise of the enterprise in which he or his related person owns or has shares or contributed capital according to the provisions of law.
provisions of this Law.
2. The legal representative of the enterprise is personally liable for damage to the enterprise due to the violation of the liability specified in Clause 1 of this Article.
this.
Article 14. The authorized representative of the owner, member or shareholder of the company being an organization
1. The authorized representative of the owner, member or shareholder of the company being an organization must be an individual authorized in writing on behalf of the owner,
such member or shareholder shall exercise their rights and perform their obligations in accordance with this Law.
2. Unless otherwise provided for in the company's charter, the appointment of an authorized representative shall comply with the following provisions:
a) An organization that is a member of a limited liability company with two or more members owning at least 35% of the charter capital may authorize a maximum of 3 authorized representatives.
permission;
b) An organization being a shareholder of a joint-stock company that owns at least 10% of the total number of ordinary shares may authorize a maximum of 03 authorized representatives.
3. If the owner, member or shareholder of the company is an organization, appointing more than one authorized representative, it must specify the amount of capital contribution and number of shares for the company.
each authorized representative. In case the owner, member or shareholder of the company does not determine the amount of capital contribution and the corresponding number of shares for each representative,
authorized representative, the capital contribution and number of shares will be divided equally among all authorized representatives.
4. The document appointing an authorized representative must be notified to the company and take effect for the company only from the date the company receives the document. Document
The appointment of an authorized representative must include the following principal details:
a) Name, enterprise identification number, and head office address of the owner, member or shareholder;
b) Number of authorized representatives and proportion of shares ownership, respective capital contributions of each authorized representative;
c) Full name, contact address, nationality, number of legal papers of each individual authorized representative;
d) The respective authorization duration of each authorized representative; stating the date of commencement of representation;
dd) Full name and signature of the legal representative of the owner, member, shareholder and the authorized representative.
5. An authorized representative must meet the following criteria and conditions:
a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;
b) A member or shareholder being a state enterprise as prescribed at Point b, Clause 1, Article 88 of this Law may not appoint a person related to the person's family.
the management of the company and of the person competent to appoint the manager of the company as a representative in another company;
c) Other standards and conditions prescribed by the company's charter.
Article 15. Responsibilities of authorized representatives of owners, members and shareholders of the company being organizations
1. An authorized representative on behalf of the owner, member or shareholder of the company to exercise the rights and perform the obligations of the owner, member or shareholder at the Council
members, the General Meeting of Shareholders in accordance with this Law. All restrictions of owners, members, shareholders on authorized representatives in
exercising the rights and obligations of the respective owners, members and shareholders of the company at the Members' Council or the General Meeting of Shareholders are invalid to the party.
Tuesday.
2. The authorized representative is responsible for attending all meetings of the Members' Council and the General Meeting of Shareholders; exercise authorized rights and obligations
honestly, carefully, best, protect the legitimate interests of the owners, members and shareholders who appoint representatives.
3. The authorized representative is responsible to the owner, member, or shareholder who appoints the representative for violating the responsibilities specified in this Article. Owner,
A member or shareholder appoints a representative to be responsible before a third party for any arising liability related to the rights and obligations performed through the third party.
authorized representative.
Article 16. Prohibited acts
1. Issuing or refusing to grant an enterprise registration certificate, requesting enterprise founders to submit additional papers contrary to the provisions of this Law; cause
delays, troubles, obstructs and harasses the founders of the enterprise and its business operations.
2. Preventing owners, members and shareholders of the enterprise from exercising their rights and performing their obligations in accordance with this Law and the company's charter.
3. Doing business in the form of an enterprise without registration or continuing to do business when the Certificate of Business Registration has been revoked or
business is temporarily suspended.
4. Declaring untruthfully or inaccurately the contents of the enterprise registration dossier and the contents of the application for registration of changes in enterprise registration contents.
5. False declaration of charter capital, failure to contribute the full amount of charter capital as registered; intentionally valuing assets contributed as capital at the wrong value.
6. Doing business in industries and trades banned from business investment; business lines and trades not yet accessible to the market for foreign investors; industry business,
conditional business investment profession when the business conditions are not satisfied as prescribed by law or the conditions for business investment cannot be maintained.
during operation.
7. Fraud, money laundering, terrorist financing.
chapter II
BUSINESS ESTABLISHMENT
Article 17. Right to establish, contribute capital, buy shares, purchase contributed capital and manage enterprises
1. Organizations and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of this Law, except for the case 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 agencies and units of the people's armed forces use state assets to establish profit-making enterprises for their own agencies or units;
b) Cadres, civil servants and public employees according to the provisions of the Law on Cadres and Civil servants and the Law on Public Employees;
c) Officers, non-commissioned officers, professional soldiers, defense workers and employees in agencies and units of the Vietnam People's Army; officer, corporal
professional officials, public security workers in agencies and units of the Vietnam People's Public Security, except those who are appointed as authorized representatives to manage
the State's capital contribution in an enterprise or management in a state-owned enterprise;
d) Professional leaders and managers in state enterprises as prescribed at Point a, Clause 1, Article 88 of this Law, except for persons appointed as representatives under the provisions of this Law.
authorization to manage the State's capital contribution in other enterprises;
d) Minors; persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control;
organizations without legal status;
e) Persons being examined for penal liability, detained, are serving prison sentences, are serving administrative handling measures at drug rehabilitation establishments
compulsory, compulsory education institution or being banned by the Court from holding certain posts, practicing certain professions or doing certain jobs; other cases as prescribed
of the Bankruptcy Law, the Law on Anti-corruption.
At the request of the business registration authority, the enterprise establishment registrant must submit a judicial record card to the business registration authority;

g) Organizations being commercial legal entities are prohibited from doing business or operating in certain fields under the provisions of the Penal Code.
3. Organizations and individuals have the right to contribute capital, purchase shares or purchase capital contributions to joint-stock companies, limited liability companies and partnerships in accordance with regulations of law.
This Law, except for the following cases:
a) State agencies and units of the people's armed forces use state assets to contribute capital to enterprises for their own profit;
b) Subjects not allowed to contribute capital to enterprises under the provisions of the Law on Cadres and Civil servants, the Law on Public Officials, and the Law on Anti-corruption.
4. Profiting exclusively for their agencies or units specified at Point a, Clause 2 and Point a, Clause 3 of this Article is the use of income in any form obtained from business activities.
business activities, from capital contribution, share purchase, purchase of contributed capital, for one of the following purposes:
a) Distributing in any form to some or all of the persons specified at Points b and c, Clause 2 of this Article;
b) Supplementing to the operating budget of the agency or unit in contravention of the law on state budget;
c) Establish a fund or supplement it to the fund to serve the private interests of the agency or unit.
Article 18. Pre-enterprise registration contract
1. Enterprise founders may sign contracts to serve the establishment and operation of the enterprise before and during the business registration process.
2. In case the enterprise is granted an enterprise registration certificate, the enterprise must continue to perform the rights and obligations arising from the signed contract according to regulations.
specified in Clause 1 of this Article and the parties must perform the transfer of rights and obligations under the contract in accordance with the Civil Code, except for the case in the contract.
otherwise agreed upon.
3. In case an enterprise is not granted an enterprise registration certificate, the person signing the contract as prescribed in Clause 1 of this Article is responsible for
contract performance; In case another person participates in the establishment of the enterprise, they are jointly responsible for the performance of such contract.
Article 19. Dossier for registration of a private enterprise
1. An application for enterprise registration.
2. A copy of the individual's legal papers, for the owner of a private enterprise.
Article 20. Dossier for registration of partnerships
1. An application for enterprise registration.
2. The company's charter.
3. List of members.
4. Copies of legal papers of individuals for members.
5. A copy of the Investment Registration Certificate, for foreign investors in accordance with the Law on Investment.
Article 21. Application for registration of a limited liability company
1. An application for enterprise registration.
2. The company's charter.
3. List of members.
4. Copies of the following papers:
a) Legal papers of individuals, for members being individuals or legal representatives;
b) Legal documents of the organization for members being an organization and the document appointing an authorized representative; legal documents of individuals for authorized representatives
rights of members being organizations.
For members being foreign organizations, copies of legal papers of the organization must be consularly legalized;
c) Investment registration certificate for foreign investors in accordance with the Law on Investment.
Article 22. Application for registration of a joint stock company
1. An application for enterprise registration.
2. The company's charter.
3. List of founding shareholders; list of shareholders who are foreign investors.
4. Copies of the following papers:
a) Personal legal papers for founding shareholders and shareholders being foreign investors who are individuals or legal representatives;
b) Legal documents of the organization for shareholders being an organization and the document appointing an authorized representative; legal documents of individuals for authorized representatives
rights of founding shareholders and shareholders being foreign investors are organizations.
For shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;
c) Investment registration certificate for foreign investors in accordance with the Law on Investment.
Article 23. Contents of the enterprise registration application
An application for enterprise registration includes the following principal details:
1. Business name;
2. Address of the head office of the enterprise, phone number; fax number, email (if any);
3. Business lines and lines;
4. Charter capital; investment capital of private business owners;
5. Types of shares, par value of each type of share and total number of shares entitled to offer for sale of each type of share, for joint-stock companies;
6. Tax registration information;
7. Expected number of employees;
8. Full name, signature, contact address, nationality, legal document information of the individual, for the owner of the private enterprise and general partner of the partnership;
9. Full name, signature, contact address, nationality, legal document information of the individual for the legal representative of the limited liability company, company
share.
Article 24. Charter of the company
1. The company's charter includes the charter upon business registration and the amended and supplemented charter in the course of operation.
2. The company's charter includes the following principal contents:
a) Name and address of the head office of the company; name, address of branch and representative office (if any);
b) Line of business;
c) Charter capital; total number of shares, types of shares and par value of each type of shares, for joint-stock companies;
d) Full name, contact address and nationality of the general partner, in the case of a partnership; of the company owner, members, for limited liability companies;
of founding shareholders for joint-stock companies. Share of capital and value of contributed capital of each member for limited liability companies and partnerships. Stock number
shares, types of shares, par value of each type of shares of the founding shareholders, for joint-stock companies;
dd) Rights and obligations of members with respect to limited liability companies and partnerships; of shareholders for joint-stock companies;
e) Organizational and management structure;
g) Number and title of manager and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the representative according to
the law in case the company has more than one legal representative;
h) Procedures for passing decisions of the company; internal dispute settlement principles;
i) Bases and methods for determining salary, remuneration and bonus of managers and controllers;
k) In the case of members, shareholders have the right to request the company to buy back the contributed capital in the case of a limited liability company or shares in the case of a joint-stock company;
l) Principles of profit sharing after tax and handling of business losses;
m) In case of dissolution, order of dissolution and procedures for liquidation of company assets;
n) Procedures for amending and supplementing the company's charter.
3. The company's charter when registering an enterprise must include the full names, names and signatures of the following people:
a) General partners, for partnerships;
b) The company owner is an individual or the legal representative of the company owner being an organization, for a one-member limited liability company;
c) The member being an individual and the legal representative or the authorized representative of the member being an organization, for a two-year limited liability company;
members or more;
d) Founding shareholder being an individual and the legal representative or authorized representative of the founding shareholder being an organization, in the case of a joint-stock company.
4. The company's charter to be amended or supplemented must include the full names, names and signatures of the following people:
a) Chairman of the Members' Council, for partnerships;
b) The owner, the legal representative of the owner or the legal representative of a one-member limited liability company;
c) Legal representative for limited liability companies with two or more members and joint stock companies.
Article 25. List of members of limited liability companies, partnerships, list of founding shareholders and shareholders being foreign investors
with joint stock company
List of members of limited liability companies, partnerships, list of founding shareholders and shareholders being foreign investors, for joint-stock companies
must include the following main contents:
1. Full name, signature, nationality and contact address of individual members, for limited liability companies and partnerships; of founding shareholders and shareholders
being an individual foreign investor in a joint-stock company;
2. Name, enterprise identification number and head office address of the member being an organization, for limited liability companies and partnerships; of founding shareholders and shareholders
shareholders being foreign investors are organizations, for joint-stock companies;
3. Full name, signature, nationality, contact address of the legal representative or authorized representative of the member being an organization, in the case of a limited liability company.
limited liability; of founding shareholders and shareholders being foreign investors as organizations, for joint-stock companies;
4. Share of capital contribution, value of contributed capital, ownership percentage of contributed capital, type of assets, quantity of assets, value of each type of asset contributed as capital, time limit for capital contribution of each member
members for limited liability companies and partnerships; number of shares, type of shares, percentage of share ownership, type of assets, quantity of assets, value of each
type of assets contributed as capital, time limit for capital contribution of each founding shareholder and shareholder being a foreign investor, for a joint-stock company.
Article 26. Order and procedures for enterprise registration
1. The person establishing an enterprise or an authorized person shall register the enterprise with the business registration authority by the following methods:
a) Register the business directly at the business registration agency;
b) Business registration via postal service;
c) Enterprise registration via electronic information network.
2. Enterprise registration via electronic information network means that the founder of an enterprise submits an application for business registration via the electronic information network at the Portal.
national information on business registration. An enterprise registration dossier via an electronic information network includes data as prescribed by this Law and can be
present in electronic form. An enterprise registration dossier via electronic information network has the same legal value as a written enterprise registration dossier
paper.
3. Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or use their business registration accounts for registration.
businesses through the electronic information network.
4. Business registration account is an account created by the National Information System on Business Registration, granted to individuals to carry out business registration.
industry through electronic information networks. Individuals who are granted a business registration account are responsible before the law for the registration to be granted and the use of the business registration account
use the business registration account to register the business via the electronic information network.
5. Within 03 working days from the day on which the application is received, the business registration agency shall consider the validity of the enterprise registration dossier and
grant of business registration; In case the application is not valid, the business registration agency must notify in writing the content to be amended or supplemented to the applicant.
business establishment. In case of refusal to register an enterprise, it must notify in writing the enterprise founder and clearly state the reasons therefor.
6. The Government shall stipulate dossiers, order, procedures and communication in enterprise registration.
Article 27. Issuance of Certificate of Business Registration
1. An enterprise shall be granted an enterprise registration certificate when it fully meets the following conditions:
a) The registered business lines are not banned from business investment;
b) The enterprise's name is named in accordance with the provisions of Articles 37, 38, 39 and 41 of this Law;
c) Having a valid enterprise registration dossier;
d) Fully pay the business registration fee in accordance with the law on fees and charges.
2. In case the Certificate of Business Registration is lost, damaged or otherwise destroyed, the Enterprise shall be re-issued with the Certificate.
business registration and must pay fees as prescribed by law.
Article 28. Contents of the Certificate of Business Registration
An enterprise registration certificate includes the following principal contents:
1. Enterprise name and enterprise code;
2. Address of the head office of the enterprise;
3. Full name, contact address, nationality, number of legal papers of the individual, for the legal representative of limited liability companies and joint stock companies; for
with a general partner of a partnership; for business owners of private enterprises. Full name, contact address, nationality, legal document number of the individual
for members being individuals; name, enterprise identification number and head office address of the member being an organization, for limited liability companies;
4. Charter capital for companies, investment capital for private enterprises.
Article 29. Enterprise identification number
1. Enterprise code is a series of numbers created by the National Information System on Business Registration, issued to an enterprise upon its establishment, and recorded on its website.
Business registration certificate. Each business has a unique code that cannot be reused for another business.
Page
2.2Enterprise

identification numbers are used to fulfill tax obligations, administrative procedures and other rights and obligations.

Article 30. Registration of changes to the enterprise registration certificate
1. An enterprise must register with the business registration authority when changing the contents of its enterprise registration certificate as prescribed in Article 28 of this Law.
2. Enterprises are responsible for registering changes in the contents of the Certificate of Business registration within 10 days from the date of change.
3. Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the application and issue the Certificate.
new business registration; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended or supplemented to the enterprise.
Karma. In case of refusal to issue a new Certificate of Business Registration, a written notice must be given to the enterprise, clearly stating the reasons therefor.
4. Registration of changes to the contents of the Certificate of Business Registration under the decision of the Court or Arbitration shall be carried out according to the following order and procedures:
a) The applicant for registration of changes in the contents of the enterprise registration certificate shall send an application for registration of changes to the competent business registration agency.
within 15 days from the date on which the court's judgment or decision takes legal effect or the arbitral award takes effect. Enclosed with the registration documents must
including a copy of the legally effective court judgment or decision or the effective arbitral award;
b) Within 03 working days from the date of receipt of the registration request specified at point a of this clause, the business registration agency shall consider and
issue a new Certificate of Business Registration according to the contents of a legally effective court judgment or decision or an effective arbitral award;
in case the application is not valid, the business registration agency must notify in writing the content to be amended or supplemented to the change registration requester.
In case of refusal to issue a new business registration certificate, it must notify in writing the change requester clearly stating the reason.
5. The Government shall stipulate the dossiers, order and procedures for registration of changes in the contents of the Enterprise Registration Certificate.
Article 31. Notice of change of enterprise registration contents
1. An enterprise must notify the business registration agency when it changes one of the following contents:
a) Line of business;
b) Founding shareholders and shareholders being foreign investors, for joint-stock companies, except for listed companies;
c) Other contents in the enterprise registration dossier.
2. Enterprises are responsible for notifying changes to business registration contents within 10 days from the date of change.
3. The joint stock company must notify in writing the business registration office where the company's head office is located within 10 days from the date of change in
with shareholders being foreign investors registered in the register of shareholders of the company. The notice must include the following:
a) Name, enterprise code number, head office address;
b) For shareholders being foreign investors transferring shares: name and address of head office of shareholder being an organization; her last name, name, nationality, contact address
majority are individuals; the number of shares, types of shares and their existing share ownership percentage in the company; number of shares and types of shares to be transferred;
c) For a shareholder being a foreign investor who receives a share transfer: name and address of the head office of the shareholder being an organization; full name, nationality, contact address of
shareholders are individuals; number of shares and type of shares to be transferred; the number of shares, types of shares and their respective percentage of share ownership in the company;
d) Full name and signature of the legal representative of the company.
4. Within 03 working days from the date of receipt of the notice, the business registration agency is responsible for reviewing the validity and making changes to the content.
business registration content; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended or supplemented to the enterprise.
Karma. In case of refusal to amend or supplement information according to the contents of the notice of change of enterprise registration, the enterprise must be notified in writing.
and state the reason.
5. Notification of change of business registration information according to a decision of a court or arbitration shall comply with the following order and procedures:
a) Organizations and individuals requesting change of business registration information shall send a notice of change of registered contents to the competent business registration agency.
within 10 days from the date on which the court's judgment or decision takes legal effect or the arbitral award takes effect. The notice must include:
a copy of the legally effective court judgment or decision or the effective arbitral award;
b) Within 03 working days from the date of receipt of the notice, the business registration agency is responsible for reviewing and making changes to the registered contents.
enterprises according to the contents of a legally effective court judgment or decision or an effective arbitral award; In case the application is not valid, the
The business registration office must notify in writing of the content to be amended or supplemented to the change registration requester. In case of refusal to amend or supplement
information according to the content of the notice of change of enterprise registration, the change must be notified in writing to the change registration requester, clearly stating the reason.
Article 32. Announcement of enterprise registration contents
1. After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Business Registration Portal and
must pay fees as prescribed by law. The content to be announced includes the contents of the Business Registration Certificate and the following information:
a) Line of business;
b) List of founding shareholders; list of shareholders being foreign investors in the case of a joint-stock company (if any).
2. In case of changes to business registration contents, the corresponding changes must be publicly announced on the National Business Registration Portal.
Karma.
3. The time limit for publicly announcing information about an enterprise specified in Clauses 1 and 2 of this Article is 30 days from the date of disclosure.
Article 33. Provision of information on enterprise registration contents
1. Organizations and individuals have the right to request the state management agency in charge of business registration and the business registration agency to provide information stored on the system.
national information system on business registration and must pay fees as prescribed by law.
2. State management agencies in charge of business registration and business registration agencies are obliged to provide sufficient and timely information as prescribed in Clause 1
This.
3. The Government shall detail this Article.
Article 34. Assets contributed as capital
1. Assets contributed as capital are Vietnam Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how and other possible assets.
priced in Vietnamese Dong.
2. Only individuals and organizations that are lawful owners or have lawful use rights to the property specified in Clause 1 of this Article have the right to use such property.
to contribute capital as prescribed by law.
Article 35. Transfer of ownership of assets contributed as capital
1. Members of limited liability companies, partnerships and shareholders of joint-stock companies must transfer ownership of assets contributed as capital to the company in accordance with regulations.
The following:
a) For assets with registered ownership or land use rights, capital contributors must carry out procedures for transferring ownership of such property or land use rights.
to the company in accordance with the law. The transfer of ownership or land use rights for assets contributed as capital is not subject to registration fees;
b) With regard to assets without registration of ownership, the capital contribution must be made by handing over the contributed assets with written certification, except for cases where the ownership rights are not registered.
done through the account.
2. The minutes of delivery and receipt of assets contributed as capital must include the following principal details:
a) Name and address of the head office of the company;
b) Full name, contact address, number of legal papers of the individual, number of legal papers of the organization of the capital contributor;
c) Type of asset and number of asset units contributed as capital; the total value of assets contributed as capital and the proportion of the total value of such assets in the charter capital of the company;
d) Date of delivery and receipt; signature of the capital contributor or the authorized representative of the capital contributor and the legal representative of the company.
3. The capital contribution shall be considered as completed payment only when the lawful ownership of the assets contributed as capital has been transferred to the company.
4. Property used in business activities of the owner of a private enterprise is not required to carry out procedures for transferring ownership to the enterprise.
5. Payment for all activities of purchase, sale, transfer of shares and contributed capital, receipt of dividends and remittance of profits abroad of investors
All foreign transactions must be made through an account in accordance with the law on foreign exchange management, except for the case of payment by property and other forms of payment.
other than cash.
Article 36. Valuation of assets contributed as capital
1. Assets contributed as capital other than Vietnam Dong, freely convertible foreign currencies, or gold must be valued by members, founding shareholders or a valuation organization.
and expressed in Vietnamese Dong.
2. Assets contributed as capital upon establishment of an enterprise must be valued by founding members and shareholders on the principle of consensus or by a valuation organization.
pricing. In the case of a valuation organization, the value of assets contributed as capital must be approved by more than 50% of the members and founding shareholders.
In case the assets contributed as capital are valued higher than the actual value of such assets at the time of capital contribution, the founding members and shareholders shall jointly contribute to the capital contribution.
added by the difference between the assessed value and the actual value of the assets contributed as capital at the time of closing the valuation; at the same time jointly responsible for
damage caused by intentionally valuing contributed assets higher than their actual value.
3. Assets contributed as capital in the course of operation by the owner, the Members' Council, for limited liability companies and partnerships, and the Board of Directors for
with the joint stock company and the capital contributor to agree on a valuation or to be assessed by a valuation organization. In case the valuation organization sets the price, the property's value
Capital contribution must be approved by the capital contributor and owner, the Members' Council or the Board of Directors.
In case the assets contributed as capital are valued higher than the actual value of such assets at the time of capital contribution, the capital contributors, owners, members of the Board of
Members for limited liability companies and partnerships, members of the Board of Directors for joint stock companies jointly contribute an additional amount equal to the difference.
between the assessed value and the actual value of the assets contributed as capital at the end of valuation; at the same time jointly liable for damage caused by willful intent
The value of the assets contributed as capital is higher than the actual value.
Article 37. Enterprise name
1. The Vietnamese name of an enterprise consists of two elements in the following order:
a) Type of enterprise;
b) Personal name.
2. The type of enterprise is written as “limited liability company” or “limited company” for limited liability companies; written as “joint stock company”
or “JSC” in the case of a joint stock company; written as “partnership” or “HD company” in the case of a partnership; written as “private enterprise”,
“Private enterprise” or “private enterprise” in the case of a private enterprise.
3. Proper names are written with letters of the Vietnamese alphabet, letters F, J, Z, W, numbers and symbols.
4. The enterprise name must be affixed at the head office, branch, representative office and business location of the enterprise. Business name must be printed or
written on transaction papers, documents and publications issued by enterprises.
5. Pursuant to the provisions of this Article and articles 38, 39 and 41 of this Law, the business registration authority has the right to refuse to accept the proposed name of the business.
enterprise.
Article 38. Prohibitions in naming enterprises
1. Naming the same or confusingly with the name of a registered enterprise specified in Article 41 of this Law.
2. Using names of state agencies, units of people's armed forces, names of political organizations, socio-political organizations, socio-political-professional organizations, and organizations
social organizations, socio-professional organizations to do all or part of the proper name of the enterprise, unless otherwise approved by the agency, unit or organization.
that position.
3. Using words and signs that violate the historical, cultural, ethical and fine traditions of the nation.
Article 39. Name of enterprise in foreign language and abbreviated name of the enterprise
1. An enterprise name in a foreign language is the name translated from the Vietnamese name into one of the foreign languages ​in the Latin script. When translating into foreign language
In addition, the proper name of the enterprise may remain the same or be translated in the corresponding sense into a foreign language.
2. In case an enterprise has a name in a foreign language, its name in foreign language shall be printed or written in a smaller font size than the Vietnamese name of the enterprise.
enterprise at the head office, branch, representative office, business location of the enterprise or on transaction papers, documents and publications issued by the enterprise.
issuing business.
3. The abbreviated name of the enterprise is abbreviated from the Vietnamese name or the name in a foreign language.
Article 40. Name of branch, representative office and business location
1. The name of a branch, representative office, or business location must be written in the letters of the Vietnamese alphabet, the letters F, J, Z, W, numbers and other symbols.
brand.
2. The name of the branch, representative office, and business location must include the name of the enterprise together with the phrase “Branch” in the case of a branch, the phrase “Representative office” in the case of a branch.
representative” for representative offices, the phrase “Business location” for business locations.
3. The name of the branch, representative office and business location must be written or attached at the branch office, representative office and business location. What's your name
branches, representative offices are printed or written with a font size smaller than the Vietnamese name of the enterprise on transaction papers, documents and publications issued by the branch.
branch, representative office issuing.
Article 41. Duplicate and confusing names
1. Duplicate name is the Vietnamese name of the enterprise applying for registration written exactly the same as the Vietnamese name of the registered enterprise.
2. Cases where the name is considered to be confusing with the name of a registered enterprise include:
a) The Vietnamese name of the enterprise applying for registration must be read like the name of the registered enterprise;

b) The abbreviated name of the enterprise applying for registration is the same as the initial name of the registered enterprise;
c) The name in a foreign language of the enterprise applying for registration is the same as the name in a foreign language of the registered enterprise;
d) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by a natural number, ordinal number or a letter.
in the Vietnamese alphabet, letters F, J, Z, W are written immediately or spaced immediately after the proper name of such enterprise;
dd) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by a symbol “&” or “and”, “.”, “,”, “+”, “- , "_";
e) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by the word "tan" immediately preceding it or the word "new" being written immediately.
or immediately after or before the proper name of the registered enterprise;
g) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by a phrase "North", "South", "region".
Central", "Western", "Eastern";
h) The proper name of the enterprise is the same as the proper name of the registered enterprise.
3. The cases specified at Points d, dd, e, g and h, Clause 2 of this Article do not apply to subsidiaries of registered companies.
Article 42. Head office of enterprises
The head office of the enterprise is located in the Vietnamese territory, is the contact address of the enterprise and is determined according to the geographical boundaries of the administrative unit; have a phone number,
fax number and email (if any).
Article 43. Seal of enterprises
1. A seal includes a seal made at a seal engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.
2. The enterprise shall decide on the type, quantity, form and content of the seal of the enterprise, its branches, representative offices and other units.
3. The management and keeping of the seal shall comply with the provisions of the company's charter or regulations issued by the enterprise, branch, representative office or other unit of the company.
enterprises with the seal of issuance. Enterprises use seals in transactions as prescribed by law.
Article 44. Branches, representative offices and business locations of enterprises
1. A branch is a dependent unit of an enterprise, which is responsible for performing all or part of the functions of the enterprise, including the representative function.
by authorization. The branch's line of business must be consistent with the business line of the enterprise.
2. Representative office is a dependent unit of an enterprise, having the task of representing by authorization for the interests of the enterprise and protecting those interests. Office
representatives do not perform business functions of the enterprise.
3. Business location is the place where an enterprise conducts specific business activities.
Article 45. Registration of branches and representative offices of enterprises; business location announcement
1. Enterprises have the right to establish branches and representative offices in the country and abroad. Enterprises can set up one or more branches and offices
representative in a locality according to administrative unit boundaries.
2. In case of establishment of a branch or representative office in the country, the enterprise shall send the application for registration of operation of the branch or representative office to the agency.
business registration where the enterprise locates its branch or representative office. Records include:
a) Announcement of the establishment of a branch or representative office;
b) A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch or representative office of the enterprise; copies of legal documents of the individual
for heads of branches and representative offices.
3. Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the application and issue the Certificate.
register the operation of branches and representative offices; in case the application is not valid, the business registration agency must notify in writing of the content to be amended.
supplement for business. In case of refusal to issue the Certificate of operation registration of a branch or representative office, it must notify in writing to the competent authority
business and clearly state the reason.
4. Enterprises are responsible for registering changes in contents of the Certificate of branch or representative office operation registration within 10 days from the date of registration.
have changed.
5. Within 10 days from the date of deciding on the business location, the enterprise shall notify the business location to the business registration agency.
6. The Government shall detail this Article.
Chapter III
LIMITED LIABILITY COMPANY
Section 1
LIMITED LIABILITY COMPANY TWO MEMBERS AND MORE
Article 46. Limited liability companies with two or more members
1. A limited liability company with two or more members is an enterprise with between 02 and 50 members who are organizations or individuals. Members are responsible for the amounts
debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise, except for the case specified in Clause 4, Article 47 of this Law. Capital portion
Members' contributions may only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.
2. A limited liability company with two or more members shall have legal status from the date of issuance of the Certificate of Business Registration.
3. A limited liability company with two or more members may not issue shares, except in the case of conversion into a joint stock company.
4. A limited liability company with two or more members may issue bonds in accordance with this Law and other relevant laws; broadcasting
Private bond issuers must comply with the provisions of Articles 128 and 129 of this Law.
Article 47. Contribution of capital to establish the company and issuance of certificates of capital contribution
1. The charter capital of a limited liability company with two or more members when registering for business establishment is the total value of the contributed capital of the committed members.
contributed and recorded in the company's charter.
2. Members must contribute capital to the company in full and with the right type of assets as committed when registering for business establishment within 90 days from the date of issuance of the Certificate of Incorporation.
certificate of business registration, excluding the time for transporting and importing assets contributed as capital, and carrying out administrative procedures to transfer property ownership.
During this period, the member has rights and obligations in proportion to the committed capital contribution ratio. Company members can only contribute capital to the company in the form of
assets different from the committed assets if approved by more than 50% of the remaining members.
3. After the time limit specified in Clause 2 of this Article, if a member still has not contributed capital or has not fully contributed the committed capital contribution, the member shall be handled as follows:
a) A member who has not yet contributed capital as committed is automatically no longer a member of the company;
b) The member who has not yet fully contributed the capital contribution as committed has the rights corresponding to the contributed capital;
c) The uncontributed capital portion of members is offered for sale according to resolutions and decisions of the Members' Council.
4. In case there are members who have not contributed capital or have not fully contributed the committed capital amount, the company must register to change the charter capital, the percentage of contributed capital of the members.
equal to the amount of capital contributed within 30 days from the last day to fully contribute the contributed capital as prescribed in Clause 2 of this Article. Members who have not contributed capital or
who have not yet fully contributed the committed capital, shall be responsible in proportion to the committed capital contribution ratio for the financial obligations of the company arising during the period.
time before the date the company registers to change the charter capital and the percentage of contributed capital of the members.
5. Except for the case specified in Clause 2 of this Article, the capital contributor becomes a member of the company from the time of payment of the contributed capital and other information.
capital contributors specified at Points b, c and dd, Clause 2, Article 48 of this Law are fully recorded in the member register. At the time of full capital contribution,
the company must issue a certificate of capital contribution to the member corresponding to the value of the contributed capital.
6. The capital contribution certificate must include the following principal details:
a) Name, enterprise code, address of the head office of the company;
b) Charter capital of the company;
c) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, business number or legal document number of the organization, address
only head office for members being organizations;
d) Share of capital contribution, percentage of capital contribution of members;
dd) Number and date of issuance of the certificate of capital contribution;
e) Full name and signature of the legal representative of the company.
7. In case the certificate of capital contribution is lost, damaged or otherwise destroyed, the member shall be re-issued with the capital share certificate by the company.
contributions according to the order and procedures specified in the company's charter.
Article 48. Register of members
1. The company must make a member registration book right after it is granted an enterprise registration certificate. The member register can be a paper document, a collection
Electronic data records information on ownership of capital contributions of company members.
2. The register of members must include the following principal contents:
a) Name, enterprise code, address of the head office of the company;
b) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, business number or legal document number of the organization,
head office address for members being organizations;
c) Amount of capital contributed, percentage of contributed capital, time of capital contribution, type of assets contributed as capital, quantity and value of each type of assets contributed as capital;
d) Signature of the member being an individual, the legal representative of the member being an organization;
dd) Number and date of issuance of capital contribution certificate of each member.
3. The company must promptly update changes of members in the member register at the request of the relevant members as prescribed in the company's charter.
4. The register of members is kept at the head office of the company.
Article 49. Rights of members of the Members' Council
1. Members of the Members' Council have the following rights:
a) Attend meetings of the Members' Council, discuss, recommend and vote on issues within the competence of the Members' Council;
b) Having a number of votes corresponding to the capital contribution, except for the case specified in Clause 2, Article 47 of this Law;
c) To receive profits in proportion to the contributed capital after the company has fully paid taxes and fulfilled other financial obligations as prescribed by law;
d) To be divided into the value of the company's remaining assets in proportion to the contributed capital when the company is dissolved or goes bankrupt;
dd) To be given priority to contribute more capital to the company when the company increases its charter capital;
e) To dispose of its capital contribution by transferring part or all of it, giving it as a gift and in other forms as prescribed by law and the company's charter.
company;
g) By themselves or on behalf of the company, sue for civil liability against the Chairman of the Members' Council, the Director or General Director, the legal representative;
law and other managers as prescribed in Article 72 of this Law;
h) Other rights as prescribed by this Law and the company's charter.
2. In addition to the rights specified in Clause 1 of this Article, a member or group of members owning 10% or more of the charter capital or a smaller percentage specified by the company's charter.
The company specified in or falling into the case specified in Clause 3 of this Article has the following rights:
a) Request to convene a meeting of the Members' Council to settle matters falling within its competence;
b) Inspect, review, look up the notebooks and keep track of transactions, accounting books and annual financial statements;
c) Check, review, look up and copy the register of members, meeting minutes, resolutions and decisions of the Members' Council and other documents of the company;
d) Request the court to annul the resolution or decision of the Members' Council within 90 days from the end of the meeting of the Members' Council, if the order, procedures,
the meeting conditions or the contents of such resolutions or decisions are not properly implemented or inconsistent with the provisions of this Law and the company's charter.
3. In case the company has one member owning more than 90% of the charter capital and the company's charter does not stipulate a smaller percentage as prescribed in Clause 2 of this Article
then the remaining group of members will automatically have the rights prescribed in Clause 2 of this Article.
Article 50. Obligations of members of the Members' Council
1. To contribute fully and on time the committed capital amount, to be responsible for debts and other property obligations of the company within the amount of capital contributed to the company, except
the cases specified in Clauses 2 and 4, Article 47 of this Law.
2. The contributed capital may not be withdrawn from the company in any form, except for the cases specified in Articles 51, 52, 53 and 68 of this Law.
3. Comply with the company's charter.
4. To abide by resolutions and decisions of the Members' Council.
5. Take personal responsibility when acting on behalf of the company to perform the following acts:
a) Violating the law;
b) Conduct business or other transactions that do not serve the interests of the company and cause damage to others;
c) Payment of undue debt before possible financial risk to the company.
6. Other obligations as prescribed by this Law.
Article 51. Redemption of contributed capital
1. A member has the right to request the company to buy back his/her contributed capital if that member has voted against the resolution or decision of the Association.
members on the following matters:
a) Amending and supplementing contents in the company's charter related to the rights and obligations of members and the Members' Council;
b) Reorganization of the company;
c) Other cases as prescribed in the company's charter.
2. Request for redemption of contributed capital must be made in writing and sent to the company within 15 days from the date of adoption of the resolution or decision specified in Clause 1 of this Article.
Clause 1 of this Article.
3. Within 15 days from the date of receiving the request of the member specified in Clause 1 of this Article, the company must buy back the contributed capital of that member.
according to the market price or the price determined according to the principles specified in the company's charter, unless the two parties can agree on the price. The payment is only
shall be performed if, after fully paying the redeemed contributed capital, the company still fully pays all debts and other property obligations.
4. In case the company fails to pay the contributed capital portion requested to be repurchased under Clause 3 of this Article, such member has the right to freely transfer
transfer their contributed capital to other members or non-members of the company.
Article 52. Transfer of contributed capital
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 limited liability company with two or more members has the right to
transfer part or all of his/her capital contribution to another person in accordance with the following provisions:
a) Offer to sell such contributed capital to the remaining members in proportion to their contributed capital in the company with the same offering conditions;
b) Transferring under the same conditions of offering for the remaining members specified at Point a of this Clause to non-members if the remaining members are not members.
The remaining members of the company do not buy or do not buy all within 30 days from the date of offering.
2. Transferring members still have rights and obligations towards the company corresponding to the relevant contributed capital until the information about the buyer is specified.
Points b, c and dd, Clause 2, Article 48 of this Law are fully recorded in the member register.
3. In case the transfer or change of the contributed capital of the members leads to only one member of the company, the company must organize the management according to the type of capital contribution.
form a single-member limited liability company and register for changes in business registration contents within 15 days from the date of completion of the business registration.
transfer.
Article 53. Handling of contributed capital in some special cases
1. In case a company member being an individual dies, the member's will or at-law heir shall be a company member.
2. If an individual member is declared missing by a court, the member's rights and obligations shall be performed through the member's property manager.
member in accordance with the civil law.
3. In case a member has limited or lost civil act capacity, has difficulties in awareness and behavior control, the rights and obligations of such member
in the company is done through the representative.
4. The capital contribution portion of a member is redeemed or transferred by the company according to the provisions of Articles 51 and 52 of this Law in the following cases:
a) The heir does not want to become a member;
b) The person given as a gift under Clause 6 of this Article is not approved by the Members' Council to become a member;
c) A member of the company is a dissolved or bankrupt organization.
5. In case the capital contribution of an individual member of the company dies without an heir, the heir refuses to accept the inheritance or is deprived of the right to inherit.
such capital contribution shall be settled according to the provisions of civil law.
6. In case a member donates part or all of his/her capital contribution in the company to another person, the recipient becomes a public member.
company according to the following provisions:
a) If the recipient is a legal heir under the Civil Code, this person is automatically a member of the company;
b) If the recipient does not fall into the categories specified at Point a of this Clause, he/she will only become a member of the company when approved by the Members' Council.
favorable.
7. In case a member uses the contributed capital to repay the debt, the payee has the right to use the contributed capital in one of the following two forms:
a) Become a member of the company if approved by the Members' Council;
b) Offer for sale and transfer such capital contribution as prescribed in Article 52 of this Law.
8. In case a company member being an individual is detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment,
a compulsory educational institution, that member authorizes another person to exercise some or all of his rights and obligations at the company.
9. In case a company member being an individual is banned by the Court from practicing certain occupations or doing certain jobs or a member of the company being a commercial legal entity is banned by the Court
business, prohibited from operating in certain fields within the scope of business lines of the company, such member is not allowed to practice, work as an employee.
prohibited work at that company or the company suspends or terminates related business lines under a court decision.
Article 54. Organizational structure and management of the company
1. A limited liability company with two or more members has a Members' Council, a chairman of the Members' Council, a director or general director.
2. A limited liability company with two or more members being a state-owned enterprise as prescribed at Point b, Clause 1, Article 88 of this Law and its subsidiaries.
State enterprises as prescribed in Clause 1, Article 88 of this Law must establish a Control Board; other cases decided by the company.
3. The company must have at least one legal representative who holds one of the titles of Chairman of the Members' Council or Director or General Director.
governor. Unless otherwise provided for in the company's charter, the Chairman of the Members' Council shall be the legal representative of the company.
Article 55. Council of members
1. The Members' Council is the highest decision-making body of the company, including all individual members of the company and their authorized representatives.
A company is an organization. The company's charter stipulates the meeting of the Members' Council, but at least once a year.
2. The Members' Council has the following rights and obligations:
a) Decide the company's development strategy and annual business plan;
b) Decide to increase or decrease the charter capital, decide the time and method of raising additional capital; decide to issue bonds;
c) Decide the company's development investment project; solutions for market development, marketing and technology transfer;
d) Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the company's charter with a value of 50% or more of the total value of assets recorded in the report.
financial statement at the time of latest announcement of the company or a smaller percentage or value as stipulated in the company's charter;
dd) Elect, relieve from duty or dismiss the Chairman of the Members' Council; decide to appoint, relieve from duty, remove from office, sign and terminate contracts with respect to the Director or General Manager
the director, chief accountant, controller and other managers specified in the company's charter;
e) Decide the salary, remuneration, bonus and other benefits for the Chairman of the Members' Council, the Director or General Director, the Chief Accountant and the manager.
other than those specified in the company's charter;
g) Approving the company's annual financial statements, plans for use and distribution of profits or plans for dealing with losses;
h) Decide on the organizational and management structure of the company;
i) Decide on the establishment of subsidiaries, branches or representative offices;
k) Amending and supplementing the company's charter;
l) Decide to reorganize the company;
m) Decide to dissolve or request bankruptcy of the company;
n) Other rights and obligations as prescribed by this Law and the company's charter.
Article 56. Chairman of the Members' Council
1. The Members' Council elects one member as the Chairman. The Chairman of the Members' Council may concurrently be the Director or General Director of the company.
2. The President of the Members' Council has the following rights and obligations:
a) Prepare program and plan of activities of the Members' Council;
b) Prepare agenda, contents and documents for meetings of the Members' Council or to collect opinions of members;
c) Convene, chair and chair meetings of the Members' Council or collect opinions of members;
d) To supervise or organize the supervision of the implementation of resolutions and decisions of the Members' Council;
dd) On behalf of the Members' Council, sign resolutions and decisions of the Members' Council;
e) Other rights and obligations as prescribed by this Law and the company's charter.
3. The term of office of the Chairman of the Members' Council is prescribed by the company's charter but must not exceed 5 years and may be re-elected for an unlimited number of terms.
4. In case the Chairman of the Members' Council is absent or unable to perform his/her rights and obligations, he/she must authorize a member in writing to do so.
Members shall exercise the rights and obligations of the Chairman of the Members' Council according to the principles specified in the company's charter. In case there is no authorized member
or the President of the Members' Council is dead, missing, detained, is serving a prison sentence, is serving administrative handling measures at the detention center.
Compulsory addiction, compulsory education institution, fleeing from residence, restricted or incapacitated civil act capacity, difficulty in cognition, behavior control, being prosecuted by the Court
If the court is banned from holding certain posts, practicing certain professions or doing certain jobs, one of the members of the Members' Council shall convene a meeting of the remaining members.
elect one of the members to temporarily act as Chairman of the Members' Council on the principle that the majority of the remaining members agree until a new decision is made.
of the Members' Council.
Article 57. Convening a meeting of the Members' Council
1. The Members' Council may convene a meeting at the request of the Chairman of the Members' Council or at the request of a member or group of members specified in Clause 1 of this Article.
Clauses 2 and 3, Article 49 of this Law. In case the Chairman of the Members' Council fails to convene a meeting of the Members' Council at the request of a member, the group shall:
Within 15 days after receiving the request, such member or group of members shall convene a meeting of the Members' Council. Reasonable cost for million
Training and conducting meetings of the Members' Council will be refunded by the company.
2. The President of the Members' Council or the convenor of the meeting shall prepare the meeting agenda and documents, convene, preside over and act as chairman of the meeting of the Members' Council.
pellets. Members have the right to propose to supplement the agenda in writing. The recommendation must include the following main contents:
a) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, business number or legal document number of the organization,
head office address for members being organizations; full name, signature of the petitioning member or their authorized representative;
b) The percentage of capital contribution, number and date of issuance of the certificate of capital contribution;
c) Proposed contents to be included in the meeting agenda;
d) The reason for the recommendation.
3. The chairman of the Members' Council or the person who convenes the meeting must approve the recommendation and supplement the agenda of the meeting of the Members' Council if the recommendation has sufficient contents.
as prescribed in Clause 2 of this Article and sent to the head office of the company at least 01 working day before the meeting of the Members' Council; ant case
If a proposal is presented just before the meeting begins, the motion shall be accepted if a majority of the members present at the meeting agree.
4. Notice of invitation to the meeting of the Members' Council may be sent by invitation, by telephone, by fax, by electronic means or by other methods prescribed by the company's charter and
sent directly to each member of the Members' Council. The content of the notice of meeting invitation must clearly specify the time, place and agenda of the meeting.
5. Meeting agenda and documents must be sent to company members before the meeting. Documents used in the meeting related to the decision on amendments and supplements
The company charter, through the company development strategy, through the annual financial statements, reorganization or dissolution of the company must be sent to the members.
at least 07 working days before the meeting date. The time limit for sending other documents is prescribed by the company's charter.
6. Unless otherwise provided for in the company's charter, the request to convene a meeting of the Members' Council as prescribed in Clause 1 of this Article must be in writing and include the following:
The main contents are as follows:
a) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, business number or legal document number of the organization,
head office address for members being organizations; percentage of capital contribution, number and date of issuance of certificate of capital contribution of each member requesting;
b) Reasons for convening a meeting of the Members' Council and issues to be resolved;
c) Expected agenda of the meeting;
d) Full name, signature of each requesting member or their authorized representative.
7. In case the request to convene a meeting of the Members' Council does not contain sufficient contents as prescribed in Clause 6 of this Article, the Chairman of the Members' Council must notify
in writing about not convening a meeting of the Members' Council to the relevant member or group of members within 07 working days from the date of receipt.
requested. In other cases, the Chairman of the Members' Council must convene a meeting of the Members' Council within 15 days from the date of receipt of the request.
bridge.
8. In case the Chairman of the Members' Council fails to convene a meeting of the Members' Council as prescribed in Clause 7 of this Article, he/she must take personal responsibility for damage
harm to the company and its members concerned.
Article 58. Conditions and procedures for conducting meetings of the Members' Council
1. A meeting of the Members' Council is conducted when the number of members attending the meeting owns 65% or more of the charter capital; The specific ratio shall be prescribed by the company's charter.
2. In case the first meeting of the Members' Council fails to meet the conditions prescribed in Clause 1 of this Article and the company's charter does not provide for
Otherwise, the convening of a meeting of the Members' Council shall be done as follows:
a) The notice of invitation to the second meeting must be sent within 15 days from the intended date of the first meeting. The second meeting of the Members' Council was held
is exercised when the number of members attending the meeting owns 50% or more of the charter capital;
b) In case the second meeting of the Members' Council is ineligible to conduct as prescribed in point a of this clause, the notice of invitation to the third meeting must be
sent within 10 days from the intended date of the second meeting. The third meeting of the Members' Council shall be conducted regardless of the number of members attending the meeting
the charter capital is represented by the number of members attending the meeting.
3. Members, their authorized representatives must attend and vote at meetings of the Members' Council. Procedure for conducting City Council meetings
members, the form of voting shall be prescribed by the company's charter.
4. In case a meeting meeting the conditions specified in this Article fails to complete the meeting agenda within the expected time limit, it may be extended but must not exceed
30 days from the date of opening of that meeting.
Article 59. Resolutions and decisions of the Members' Council
1. The Members' Council shall pass resolutions and decisions falling within its competence by voting at the meeting, collecting opinions in writing or by other means specified in the Charter.
specified company.
2. Unless otherwise provided for in the company's charter, resolutions and decisions on the following issues must be passed by voting at a meeting of the Board of Directors.

co-member:
a) Amending and supplementing contents of the company's charter;
b) To decide on the development direction of the company;
Page
c)3Elect,

relieve from duty or dismiss the Chairman of the Members' Council; appoint, dismiss or remove the Director or General Director;

d) Approving the annual financial statements;
d) Reorganization and dissolution of the company.
3. If the company's charter does not stipulate a different ratio, the resolution or decision of the Members' Council shall be adopted at the meeting in the following cases:
here:
a) It is approved by the attending members owning 65% of the total capital contributed by all attending members, except for the case specified at Point b of this Clause;
b) Approved by the attending members who own 75% of the total capital contributed by all attending members or more to the resolution or decision on the sale of valuable assets.
from 50% of the total value of assets or more recorded in the latest financial statements of the company or a smaller percentage or value specified in the company's charter; repair
change and supplement the company's charter; reorganization and dissolution of the company.
4. A member is considered to attend and vote at a meeting of the Members' Council in the following cases:
a) Attend and vote directly at the meeting;
b) Authorize others to attend and vote at the meeting;
c) Attend and vote through online meetings, electronic voting or other electronic forms;
d) Send votes to the meeting by mail, fax, or email.
5. Resolutions and decisions of the Members' Council shall be adopted in the form of collecting opinions in writing when the number of members owning 65% or more of the charter capital.
up approved; The specific ratio shall be prescribed by the company's charter.
Article 60. Minutes of the Members' Council meeting
1. Meetings of the Members' Council must be recorded in minutes and may be recorded or recorded and kept in other electronic forms.
2. The meeting minutes of the Members' Council must be approved immediately before the end of the meeting. The minutes must include the following main contents:
a) Time and place of the meeting; purpose and agenda of the meeting;
b) Full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member, authorized representative attending the meeting; full name, percentage of capital contribution, number
and the date of issuance of the certificate of capital contribution of the member, the authorized representative of the member who does not attend the meeting;
c) The issue is discussed and voted on; summarize the members' opinions on each discussed issue;
d) Total number of valid and invalid votes; agree, disagree or abstain on each voting issue;
dd) The decisions passed and the corresponding percentage of votes;
e) Full name, signature and content of opinions of participants who disagree with the meeting minutes (if any);
g) Full name and signature of the person recording the minutes and the chairperson of the meeting, except for the case specified in Clause 3 of this Article.
3. In case the chairperson or the person taking the minutes refuses to sign the meeting minutes, this minutes will take effect if it is attended by all other members of the Members' Council.
meeting to sign and have all the contents as prescribed at Points a, b, c, d, dd and e, Clause 2 of this Article. The minutes of the meeting clearly state that the chairperson and the person taking the minutes refuse to sign the minutes
meeting copy. The person signing the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the content of the minutes of the meeting of the Members' Council.
Article 61. Procedures for passing resolutions and decisions of the Members' Council in the form of collecting opinions in writing
Unless otherwise provided for in the company's charter, the competence and procedures for collecting written opinions of members to pass resolutions and decisions shall be implemented.
according to the following rules:
1. The President of the Members' Council shall decide to collect written opinions of members of the Members' Council in order to pass resolutions and decide on issues within his/her competence.
permission;
2. The President of the Members' Council is responsible for organizing the drafting and sending of reports and reports on the contents to be decided, draft resolutions and decisions and
opinion polls to members of the Members' Council;
3. The opinion form must include the following main contents:
a) Name, enterprise code number, head office address;
b) Full name, contact address, nationality, number of legal papers of the individual, percentage of capital contribution of members of the Members' Council;
c) Issues to be consulted and answered respectively in the order of approval, disapproval and abstention;
d) The deadline for sending opinion forms to the company;
dd) Full name and signature of the Chairman of the Members' Council;
4. An opinion form with complete content, signed by a member of the Members' Council and sent to the company within the prescribed time limit is considered valid. Chairman
The Members' Council shall organize the counting of votes, make reports and notify the voting results, resolutions and decisions passed to members during the voting period.
within 07 working days from the end of the time limit for members to submit comments to the company. The report on vote counting results is equivalent to the meeting minutes of the Association
co-members and must include the following principal contents:
a) Purpose and contents of opinion collection;
b) Full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member who has returned the valid opinion form; full name, percentage of contributed capital, number and
the date of issuance of the certificate of capital contribution of the member, but the company does not receive the opinion form back or sends it back but it is invalid;
c) The matter is consulted and voted on; summary of members' opinions on each issue (if any);
d) Total number of valid, invalid and not received opinion polls; total number of valid opinion votes for, against, and abstention for each issue
voting;
dd) The passed resolution or decision and the corresponding percentage of votes;
e) Full name and signature of the vote counting person and the Chairman of the Members' Council. The vote counter and the Chairman of the Members' Council are jointly responsible for the completeness
sufficient, accurate and truthful content of the report on vote counting results.
Article 62. Effect of resolutions and decisions of the Members' Council
1. Unless otherwise provided for in the company's charter, a resolution or decision of the Members' Council shall take effect from the date of its adoption or from the date of approval.
effective date is stated in that resolution or decision.
2. Resolutions and decisions of the Members' Council passed by 100% of the total charter capital are legal and effective even in cases where the order and
procedures for passing a resolution, such decision is not implemented in accordance with regulations.
3. In case a member or group of members requests a court or arbitrator to annul an approved resolution or decision, such resolution or decision will still be valid.
shall take effect as prescribed in Clause 1 of this Article until an annulment decision of the Court or Arbitration takes legal effect, unless otherwise applicable.
provisional emergency measures under a decision of a competent authority.
Article 63. Director, General Director
1. The director or general director is the person who runs the company's day-to-day business operations and is responsible to the Members' Council for the implementation
its rights and obligations.
2. The director or general director has the following rights and obligations:
a) Organize the implementation of resolutions and decisions of the Members' Council;
b) Decide issues related to the company's daily business activities;
c) Organize the implementation of the company's business plan and investment plan;
d) Issue internal management regulations of the company, unless otherwise provided for in the company's charter;
d) To appoint, relieve from duty or dismiss managers in the company, except for positions within the competence of the Members' Council;
e) To sign contracts on behalf of the company, except for cases under the competence of the Chairman of the Members' Council;
g) Proposing the company's organizational structure plan;
h) Submit annual financial statements to the Members' Council;
i) Proposing a plan for using and distributing profits or dealing with losses in business;
k) Labor recruitment;
l) Other rights and obligations specified in the company's charter, resolutions and decisions of the Members' Council, and labor contracts.
Article 64. Criteria and conditions for being a Director and General Director
1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.
2. Having professional qualifications and experience in business administration of the company and other conditions prescribed by the company's charter.
3. For state enterprises specified at Point b, Clause 1, Article 88 of this Law and subsidiaries of state enterprises as prescribed in Clause 1
Article 88 of this Law, the Director or General Director must satisfy the criteria and conditions specified in Clauses 1 and 2 of this Article and must not be an related person.
family system of the company's managers, controllers of the company and of the parent company; the representative of the capital portion of the enterprise, the representative of the share capital of the enterprise
water at the company and the parent company.
Article 65. Supervisory Board, Controllers
1. The Supervisory Board has from 01 to 05 Supervisors. The term of Supervisors shall not exceed 5 years and may be re-appointed for an unlimited number of terms. School
In case the Supervisory Board has only 01 Supervisor, that Supervisor is concurrently the Head of the Control Board and must meet the standards of the Head of the Control Board.
2. The Head of the Supervisory Board and the Supervisors must satisfy the respective standards and conditions specified in Clause 2, Article 168 and Article 169 of this Law.
3. Rights, obligations, responsibilities, removal from duty, dismissal and working regime of the Supervisory Board and Supervisors shall comply with the provisions of this Article.
Articles 106, 170, 171, 172, 173 and 174 of this Law.
4. The Government shall detail this Article.
Article 66. Salary, remuneration, bonus and other benefits of the Chairman of the Members' Council, Director, General Director and other managers
1. The company pays salary, remuneration, bonus and other benefits to the Chairman of the Members' Council, the Director or General Director and other managers according to the results and
business efficiency.
2. Salaries, remuneration, bonuses and other benefits of the Chairman of the Members' Council, the Director or General Director and other managers shall be included in business expenses.
business in accordance with the law on corporate income tax and other relevant laws and must be shown in a separate section in the annual financial statements.
of the company.
Article 67. Contracts and transactions must be approved by the Members' Council
1. Contracts and transactions between the company and the following entities must be approved by the Members' Council:
a) A member, the authorized representative of the member, the director or general director, the legal representative of the company;
b) Related persons of the person specified at Point a of this Clause;
c) The manager of the parent company, the person competent to appoint the manager of the parent company;
d) Related persons of the person specified at point c of this clause.
2. Persons who sign contracts or transactions on behalf of the company must notify members of the Members' Council and Controllers of related entities and their interests.
related interests to such contract or transaction; together with the draft contract or the main content of the transaction intended to be conducted. In case the company's charter
Unless otherwise provided, the Members' Council must decide to approve or disapprove the contract or transaction within 15 days from the date of receipt of the contract.
notify and comply with the provisions of Clause 3, Article 59 of this Law. Is a member of the Members' Council related to the parties to the contract or transaction?
counted in the voting.
3. Contracts and transactions are invalidated under court decisions and handled according to law when they are signed in contravention of Clauses 1 and 2.
This. The person who signs the contract or transaction, the related member and the related person of that member participating in the contract or transaction must compensate for the damage.
arising, returning to the company the profits earned from the performance of such contract or transaction.
Article 68. Increase or decrease of charter capital
1. The company may increase its charter capital in the following cases:
a) Increase the member's contributed capital;
b) Receive additional capital contributions from new members.
2. In case a member's contributed capital is increased, the additional contributed capital shall be divided among the members in proportion to their contributed capital in the company's charter capital.
A member may transfer his/her right to contribute capital to another person in accordance with Article 52 of this Law. In case there are members who do not contribute or only
contribute a part of additional capital, the remaining capital of such member's additional capital contribution shall be divided among other members in proportion to the capital contribution.
their contributed capital in the company's charter capital unless otherwise agreed by the members.
3. The company may reduce its charter capital in the following cases:
a) Refund a part of contributed capital to members according to their proportion of contributed capital in the charter capital of the company if it has operated continuously for 02 years or more.
from the date of enterprise establishment registration and ensure to pay all debts and other property obligations after they have been returned to members;
b) The company buys back the contributed capital of the members as prescribed in Article 51 of this Law;
c) The charter capital is not paid in full and on time by members as prescribed in Article 47 of this Law.
4. Except for the case specified at Point c, Clause 3 of this Article, within 10 days after the payment of the increase or decrease of charter capital has been completed, the company must
notify in writing of the increase or decrease of charter capital to the business registration agency. The notice must include the following principal contents:
a) Name, head office address, enterprise code number;
b) Charter capital, capital amount increased or decreased;
c) Time and form of capital increase or decrease;
d) Full name and signature of the legal representative of the enterprise.
5. The notice specified in Clause 4 of this Article must be enclosed with the resolution, decision and meeting minutes of the Members' Council; case of reduction of charter capital according to
specified at Points a and b, Clause 3 of this Article, the most recent financial statement must be included.
6. The business registration authority shall update information on the increase or decrease of charter capital within 03 working days from the date of receipt of the notice.
Article 69. Conditions for profit sharing
The company is only entitled to distribute profits to members after fulfilling tax and other financial obligations in accordance with the law.
fully pay debts and other property obligations that are due after profit sharing.
Article 70. Recovery of paid-up capital or distributed profits
In case of partial refund of contributed capital due to a decrease in charter capital contrary to the provisions of Clause 3, Article 68 of this Law or the distribution of profits to members contrary to regulations
in Article 69 of this Law, members of the company must return to the company the money and other properties received; be jointly and severally liable for the debts and
other property obligations of the company corresponding to the amount of money or assets that have not been fully refunded until the received amount or other assets are fully refunded.
Article 71. Responsibilities of the Chairman of the Members' Council, Director, General Director and other managers, legal representatives, Controllers
1. The chairman of the Members' Council, the director or general director and other managers, the legal representative, the controller of the company shall have the responsibility to:
The following:
a) Perform rights and obligations in an honest, careful and best manner in order to ensure maximum legitimate interests of the company;
b) Loyalty to the interests of the company; not abuse position, position and use information, know-how, business opportunities, other assets of the company for personal gain or
serve the interests of other organizations and individuals;
c) Timely, completely and accurately notify the company of the enterprise in which it owns or has shares, contributed capital and the enterprise in which the related person is involved.
owns, jointly owns or separately owns controlling shares or contributed capital;
d) Other responsibilities as prescribed by law and the company's charter.
2. The director or general director may not increase salary or pay bonuses when the company is unable to fully pay due debts.
3. The notice specified at Point c, Clause 1 of this Article must be in writing and include the following contents:
a) Name, enterprise identification number, and address of the head office of the enterprise of which they own and own contributed capital or shares; rate and timing of ownership, ownership
such contributed capital or shares;
b) Name, enterprise identification number, and address of the head office of the enterprise in which their related persons own, jointly own or separately own shares,
dominant capital.
4. The notice specified in Clause 3 of this Article must be made within 05 working days from the date of arising or related changes. The company must practice
consolidate and update the list of subjects specified in Clause 3 of this Article and their contracts and transactions with the company. This list must be kept at the office
company main. Members, managers, controllers of the company and their authorized representatives have the right to view, extract and copy part or
all information specified in Clause 3 of this Article during working hours according to the order and procedures specified in the company's charter.
Article 72. Initiating lawsuits against managers
1. A member of the company personally or on behalf of the company initiates a civil liability lawsuit against the Chairman of the Members' Council, the Director or General Director, the
legal representatives and other managers due to violations of the rights, obligations and responsibilities of managers in the following cases:
a) Violating the provisions of Article 71 of this Law;
b) Failure to perform, incompletely, improperly performing or performing contrary to the provisions of law or the company's charter, resolutions, decisions
of the Members' Council with respect to the assigned rights and obligations;
c) Other cases as prescribed by law and the company's charter.
2. The order and procedures for initiating lawsuits shall comply with the provisions of the civil procedure law.
3. The cost of initiating a lawsuit in case a member initiates a lawsuit on behalf of the company is included in the company's expenses, unless the lawsuit request is rejected.
Article 73. Disclosure of information
A limited liability company with two or more members specified at Point b, Clause 1, Article 88 of this Law shall disclose information as prescribed at Points a,
c, dd, g, Clause 1, Article 109 and Article 110 of this Law.
Section 2
ONE MEMBER LIMITED LIABILITY COMPANY
Article 74. One-member limited liability companies
1. Single member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). Owner
The company owner is responsible for the company's debts and other property obligations to the extent of the company's charter capital.
2. A one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration.
3. A one-member limited liability company may not issue shares, except for the case of conversion into a joint stock company.
4. One-member limited liability companies may issue bonds in accordance with this Law and other relevant laws; the release
individual bonds as prescribed in Articles 128 and 129 of this Law.
Article 75. Capital contribution to establish the company
1. Charter capital of a one-member limited liability company when registering for business establishment is the total value of assets committed to contribute by the company owner and recorded
in the company's charter.
2. The company owner must contribute capital to the company in full and in the right type of assets as committed when registering for business establishment within 90 days from the date of approval.
issue the Certificate of Business Registration, excluding the time to transport and import the assets contributed as capital, carry out administrative procedures to transfer the ownership of the assets.
produce. During this period, the company owner has the rights and obligations corresponding to the committed capital contribution.
3. In case the charter capital is not fully contributed within the time limit specified in Clause 2 of this Article, the company owner must register a change of charter capital equal to the value of the paid-up capital.
within 30 days from the last day to fully contribute the charter capital. In this case, the owner has to take responsibility in proportion to the committed capital contribution
financial obligations of the company arising in the period prior to the last date the company registers to change its charter capital under the provisions of this clause.
4. The owner of the company is responsible with all his assets for the financial obligations of the company, for damage caused by not contributing, not making enough contributions,
fails to contribute charter capital on time as prescribed in this Article.
Article 76. Rights of company owners
1. The company owner being an organization has the following rights:
a) Decide the content of the company's charter, amend and supplement the company's charter;
b) Decide the company's development strategy and annual business plan;
c) To decide on the organizational and management structure of the company, to appoint, relieve from duty and dismiss managers and controllers of the company;
d) To decide on development investment projects;
dd) Decide on solutions for market development, marketing and technology;
e) Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the company's charter with a value of 50% or more of the total value of assets recorded in the company's financial statements.
the company's most recent financial statement or a smaller percentage or value as specified in the company's charter;
g) Approving the company's financial statements;
h) Decide to increase the charter capital of the company; transfer part or all of the company's charter capital to other organizations or individuals; decision to issue left
promissory note;
i) Decide to establish subsidiary companies, contribute capital to other companies;
k) Organize the monitoring and evaluation of the company's business activities;
l) Decide on the use of profits after the tax obligations and other financial obligations of the company have been fulfilled;
m) Decide to reorganize, dissolve and request bankruptcy of the company;
n) To recover the entire value of the company's assets after the company completes dissolution or bankruptcy;
o) Other rights as prescribed by this Law and the company's charter.
2. The company owner being an individual has the rights specified at Points a, h, l, m, n and o, Clause 1 of this Article; decisions on investment, business and internal management of the company, except
unless otherwise provided by the company's charter.
Article 77. Obligations of the company owner
1. To contribute fully and on time the company's charter capital.
2. Comply with the company's charter.
3. Assets of the company owner must be identified and separated from those of the company. Individual company owners must keep personal and family expenses separate
with the expenses of the company's president, director or general director.
4. Comply with the provisions of the law on contracts and other relevant laws in the purchase, sale, loan, loan, lease, lease, contract, transaction
between the company and its owners.
5. The company owner is only entitled to withdraw capital by transferring part or all of the charter capital to another organization or individual; case of withdrawing one
If part or all of the charter capital has been contributed out of the company in another form, the company owner and related individuals and organizations must be jointly responsible for
the company's debts and other property obligations.
6. The company owner may not withdraw profits when the company fails to fully pay due debts and other property obligations.
7. Other obligations as prescribed by this Law and the company's charter.
Article 78. Exercising the rights of the company owner in some special cases
1. In case the company owner transfers or donates part of the charter capital to one or more other organizations or individuals or the company admits additional members,
For new members, the company must organize management according to the respective type of enterprise and register for changes in business registration contents within 10 days from the date of registration.
the date of completion of the transfer, donation or admission of new members.
2. In case the company owner is an individual who is detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment,
The compulsory educational institution shall authorize another person to exercise some or all of the rights and obligations of the company owner.
3. In case the company owner being an individual dies, the heir under the will or at law is the company owner or a member of the company. The company must
organize management according to the respective type of enterprise and register for changes in enterprise registration contents within 10 days from the date of completion of the dissolution of the enterprise.
inheritance decision. In case the company owner being an individual dies without an heir, the heir refuses to inherit or is disqualified from inheriting,
the owner's contributed capital shall be settled according to the provisions of civil law.
4. In case the company owner is an individual missing, the owner's capital contribution shall be settled according to the provisions of civil law.
5. In case the company owner is an individual who has limited or lost capacity for civil acts, has difficulties in perception and behavior control, his rights and obligations
The company owner's services are performed through a representative.
6. If the company owner is an organization, which is dissolved or goes bankrupt, the transferee of the owner's contributed capital shall become the owner or
company members. The company must organize management according to the corresponding type of enterprise and register changes to the business registration content within 10 days.
from the date of completion of the transfer.
7. In case the company owner is an individual and is banned by the Court from practicing certain occupations or doing certain jobs, or the company owner being a commercial legal entity is banned by the Court.
banned from doing business or from operating in certain fields within the scope of business lines of enterprises, such individuals are not allowed to practice,
do certain jobs at that company or the company suspends or terminates related business lines under a court decision.
Article 79. Organizational management structure of a single-member limited liability company owned by the organization
1. A one-member limited liability company owned by an organization shall be managed and operated by an organization according to one of the following two models:
a) The company's president, director or general director;
b) Members' Council, Director or General Director.
2. For a company whose owner is a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, a Control Board must be established; case
otherwise determined by the company. Organizational structure, working regime, standards, conditions, dismissal, dismissal, rights, obligations and responsibilities of the Supervisory Board.
The inspectors shall comply with the provisions of Article 65 of this Law.
3. The company must have at least one legal representative who holds one of the titles of Chairman of the Members' Council, President of the Company or Director.
or General Manager. Unless otherwise provided for in the company's charter, the chairman of the Members' Council or the company's president shall be the legal representative of the company.
company.
4. Unless otherwise provided for in the company's charter, the organizational structure, operation, functions, rights and obligations of the Members' Council, the company's president, and the director
Director or General Director shall comply with the provisions of this Law.
Article 80. Board of members
1. The Members' Council has from 3 to 07 members. Members of the Members' Council are appointed or dismissed by the company owner for a term of not more than 5 years.
The Members' Council shall, on behalf of the company owner, exercise the rights and obligations of the company owner; on behalf of the company to perform the rights and obligations
of the company, except for the rights and obligations of the Director or General Director; be responsible before the law and the company owner for the exercise of rights and
assigned obligations under the provisions of the company's charter, this Law and other relevant laws.
2. The rights, obligations and working regime of the Members' Council shall comply with the provisions of the company's charter, this Law and other relevant laws.
mandarin.

3. The Chairman of the Members' Council shall be appointed by the company owner or elected by the members of the Members' Council on the principle of majority in accordance with the order and procedures prescribed by law.
specified in the company's charter. Unless otherwise provided for in the company's charter, the term, rights and obligations of the Chairman of the Members' Council shall apply as prescribed.
in Article 56 and other relevant provisions of this Law.
4. The authority and method of convening a meeting of the Members' Council shall comply with the provisions of Article 57 of this Law.
5. A meeting of the Members' Council shall be conducted when at least two thirds of the total number of members of the Members' Council attend the meeting. In case the company's charter does not have
otherwise, each member of the Members' Council has one vote of equal value. The Members' Council may pass resolutions and decisions according to
written opinion form.
6. Resolutions and decisions of the Members' Council are adopted when more than 50% of the attending members agree or the number of members attending the meeting owns more than 50%.
total number of votes in favor. Amending and supplementing the company's charter, reorganizing the company, transferring part or all of the charter capital of the company must be
approved by at least 75% of the members attending the meeting or by the number of members attending the meeting owning 75% or more of the total number of votes. Resolutions, decisions of the
The Members' Council takes effect from the date of its adoption or from the date stated in such resolution or decision, unless otherwise provided for in the company's charter.
7. Meetings of the Members' Council must be recorded in minutes, which may be recorded or recorded and stored in other electronic forms. Minutes of the meeting of the Members' Council
shall apply according to the provisions of Clause 2, Article 60 of this Law.
Article 81. President of the company
1. The company president is appointed by the company owner. The company president shall, on behalf of the company owner, exercise the rights and perform the obligations of the company owner; multiply
name the company to exercise the rights and obligations of the company, except for the rights and obligations of the Director or General Director; responsible before the law and the owner
the company on the exercise of assigned rights and obligations under the provisions of the company's charter, this Law and other relevant laws.
2. The rights, obligations and working regime of the company's president shall comply with the provisions of the company's charter, this Law and other relevant laws.
3. The decision of the company's president on the exercise of the rights and obligations of the company owner takes effect from the date of approval by the company owner, except for the following cases:
otherwise provided for in the company's charter.
Article 82. Director, General Director
1. The Members' Council or the company's president appoints or hires a director or general director with a term of no more than 5 years to run business activities.
company's daily business. The director or general director is responsible before the law and the Members' Council or the company's president for the implementation
its rights and obligations. The chairman of the Members' Council, other members of the Members' Council or the company's president may concurrently be the director or general director of the company.
director, unless otherwise provided for by law or the company's charter.
2. The director or general director has the following rights and obligations:
a) Organize the implementation of resolutions and decisions of the Members' Council or the company's president;
b) Decide issues related to the company's daily business activities;
c) Organize the implementation of the company's business plan and investment plan;
d) Issue internal management regulations of the company;
dd) Appointing, dismissing or removing the company's managers, except for positions within the competence of the Members' Council or the company's president;
e) Sign contracts on behalf of the company, except for cases under the authority of the Chairman of the Members' Council or the company's president;
g) Proposing the company's organizational structure plan;
h) Submit annual financial statements to the Members' Council or the company's president;
i) Proposing a plan to use profits or deal with losses in business;
k) Labor recruitment;
l) Other rights and obligations specified in the company's charter and labor contract.
3. The director or general director must have the following criteria and conditions:
a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;
b) Having professional qualifications and experience in business administration of the company and other conditions prescribed by the company's charter.
Article 83. Responsibilities of members of the Members' Council, company president, director, general director and other managers, controllers
1. Comply with the law, the company's charter, the decision of the company owner in the exercise of assigned rights and obligations.
2. To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company and its owners.
3. Loyalty to the interests of the company and its owners; do not abuse their position, position and use information, know-how, business opportunities, other assets of
company for self-interest or to serve the interests of other organizations and individuals.
4. Timely, fully and accurately notify the company owner about the enterprise in which he owns or has shares, controlling capital contribution and the enterprise in which
their related persons own, jointly own or separately own controlling shares or contributed capital. The notice must be kept at the head office of the company.
5. Other responsibilities as prescribed by this Law and the company's charter.
Article 84. Salary, remuneration, bonus and other benefits of company managers and Controllers
1. The company manager and controller are entitled to salary, remuneration, bonus and other benefits according to the company's business results and efficiency.
2. The company owner decides on the salary, remuneration, bonus and other benefits of the members of the Members' Council, the company president and the controller. Money
salary, remuneration, bonus and other benefits of company managers and controllers are included in business expenses in accordance with the law on income tax
enterprises, relevant laws and must be shown in a separate section in the company's annual financial statements.
3. The salary, remuneration, bonus and other benefits of the Controllers may be paid directly by the company owner in accordance with the provisions of the company's charter.
Article 85. Organizational structure of management of a single-member limited liability company owned by an individual
1. A one-member limited liability company owned by an individual has a company president, director or general director.
2. The owner of the company is the President of the company and may concurrently or hire another person to act as the Director or General Director.
3. Rights and obligations of the Director or General Director are specified in the company's charter and labor contract.
Article 86. Contracts and transactions of the company with related persons
1. Unless otherwise provided for in the company's charter, contracts and transactions between a one-member limited liability company owned by an organization and other members
The following persons must be approved by the Members' Council or the company's president, the director or general director and the controller:
a) The company owner and related persons of the company owner;
b) A member of the Members' Council, the company's president, the director or general director, and the controller;
c) Related persons of the person specified at Point b of this Clause;
d) The manager of the company owner, the person competent to appoint such manager;
dd) Related persons of the people specified at Point d of this Clause.
2. Persons who sign contracts or transactions on behalf of the company must notify the Board of members or the company's president, the director or general director and Controller.
members on related subjects and related interests with respect to such contract or transaction; together with the draft contract or the main content of that transaction.
3. Unless otherwise provided for in the company's charter, a member of the Members' Council or the company's president, the director or general director and the controller must
decide on the acceptance of the contract or transaction within 10 days from the date of receipt of the notice on the principle of majority, each person has one vote.
decide; persons related to the parties do not have voting rights.
4. Contracts and transactions specified in Clause 1 of this Article shall be approved only when the following conditions are fully satisfied:
a) The parties entering into a contract or performing a transaction are independent legal entities with separate rights, obligations, properties and interests;
b) The price used in the contract or transaction is the market price at the time the contract is signed or the transaction is performed;
c) The company owner strictly complies with the obligations specified in Clause 4, Article 77 of this Law.
5. Contracts and transactions are invalidated by court decisions and handled in accordance with law if they are not signed in accordance with Clauses 1, 2, 3 and 4.
This. The person who signs the contract, the transaction and the related person is the parties to the contract, the transaction is jointly responsible for the damage incurred and refunded.
to the company profits from the performance of such contracts or transactions.
6. Contracts and transactions between a one-member limited liability company owned by an individual and the company owner or related persons of the owner
Company ownership must be recorded and kept in the company's own records.
Article 87. Increase or decrease of charter capital
1. A one-member limited liability company increases its charter capital through the company owner contributing additional capital or mobilizing additional capital contributions from other people.
The company owner decides the form of increase and the rate of increase of charter capital.
2. In case the charter capital is increased by mobilizing additional capital contributions from other people, the company must organize its management in the form of a limited liability company.
two or more members or a joint stock company. The organization and management of the company is carried out as follows:
a) In case the management organization is in the form of a limited liability company with two or more members, the company must notify the change of business registration information.
within 10 days from the date of completion of the change of charter capital;
b) In case of conversion into a joint stock company, the company shall comply with the provisions of Article 202 of this Law.
3. A one-member limited liability company reduces its charter capital in the following cases:
a) Return a part of contributed capital to the company's owner if the company has operated continuously for 02 years or more from the date of enterprise establishment registration.
and ensure full payment of debts and other property obligations after the capital contribution has been returned to the company's owner;
b) Charter capital is not fully and timely paid by the company owner as prescribed in Article 75 of this Law.
Chapter IV
STATE ENTERPRISES
Article 88. State enterprises
1. State enterprises are organized and managed in the form of limited liability companies or joint stock companies, including:
a) Enterprises in which 100% of charter capital is held by the State;
b) Enterprises in which the State holds more than 50% of charter capital or total voting shares, except for enterprises specified at Point a, Clause 1 of this Article.
2. Enterprises in which 100% of charter capital is held by the State under the provisions of Point a, Clause 1 of this Article include:
a) A one-member limited liability company with 100% charter capital held by the State is the parent company of a state economic group, the parent company of a corporation;
the state, the parent company in the group of parent companies - subsidiaries;
b) One member limited liability company is an independent company with 100% charter capital held by the State.
3. Enterprises in which more than 50% of charter capital or total voting shares are held by the State as prescribed in Point b Clause 1 of this Article include:
a) A limited liability company with two or more members, a joint-stock company with more than 50% of charter capital held by the State, and the total number of voting shares being a public company.
the mother of an economic group, the parent company of a state corporation, a parent company in the group of parent companies - subsidiary companies;
b) A limited liability company with two or more members, a joint stock company being an independent company in which more than 50% of the charter capital is held by the State, the total number of shares entitled to
voting.
4. The Government shall detail this Article.
Article 89. Application of regulations to state-owned enterprises
1. Enterprises in which 100% of charter capital is held by the State under the provisions of Point a, Clause 1, Article 88 of this Law is organized and managed in the form of a limited liability company.
one-member limited liability under the provisions of this Chapter and other relevant provisions of this Law; Where there is a difference between the provisions of
This Law shall apply the provisions of this Chapter.
2. Enterprises in which more than 50% of charter capital is held by the State according to the provisions of Point b, Clause 1, Article 88 of this Law, which are organized and managed in the form of a company.
limited liability company with two or more members as prescribed in Section 1 Chapter III or a joint-stock company under the provisions of Chapter V of this Law.
Article 90. Organizational management structure
The owner's representative agency shall decide to organize the management of a state-owned enterprise in the form of a one-member limited liability company according to either
the following models:
1. The President of the company, the Director or General Director, the Control Board;
2. Members' Council, Director or General Director, Control Board.
Article 91. Council of members
1. The Members' Council shall exercise the rights and obligations of the company on behalf of the company in accordance with this Law and other relevant laws.
2. The Members' Council consists of the Chairman and other members, the number of which is not more than 07 people. Members of the Members' Council are represented by the owner's representative agency
appointment, dismissal, dismissal, commendation and discipline.
3. The term of office of the Chairman and other members of the Members' Council shall not exceed 5 years. Members of the Members' Council may be re-appointed. An individual
appointed as a member of the Members' Council for not more than 2 terms at a company, unless he has worked for more than 15 consecutive years at that company before
when first appointed.
Article 92. Rights and obligations of the Members' Council
1. The Members' Council shall, on behalf of the company, exercise the rights and perform the obligations of owners, shareholders and members with respect to the company owned or owned by the company.
shares, capital contribution.
2. The Members' Council has the following rights and obligations:
a) Decide the contents as prescribed in the Law on management and use of state capital invested in production and business at enterprises;
b) Decide on the establishment, reorganization and dissolution of branches, representative offices and dependent accounting units;
c) Decide the company's annual production and business plan, market development policy, marketing and technology;
d) Organize internal audit activities and decide to establish the company's internal audit unit;
dd) Other rights and obligations as provided for in the company's charter, this Law and other relevant laws.
Article 93. Criteria and conditions for members of the Members' Council
1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.
Page
2.4Having

professional qualifications and experience in business administration or in the fields, industries or professions of the enterprise.

3. Not being a family member of the head or deputy head of the owner's representative agency; members of the Members' Council; Superintendent
Director, Deputy Director or General Director, Deputy General Director and Chief Accountant of the company; Company controller.
4. Not a member enterprise manager.
5. Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be the Director or General Director of that company or another company that is not a member of the Board of Directors.
member enterprises under the decision of the agency representing the owner.
6. Never been dismissed from the position of Chairman of the Members' Council, member of the Members' Council or President of the company, Director, Deputy Director or General Director, Deputy
General manager of state-owned enterprises.
7. Other criteria and conditions specified in the company's charter.
Article 94. Dismissal or dismissal of members of the Members' Council
1. The chairman and other members of the Members' Council shall be dismissed in the following cases:
a) The criteria and conditions specified in Article 93 of this Law no longer satisfy the criteria and conditions;
b) There is a written request for resignation and is approved in writing by the agency representing the owner;
c) There is a decision to transfer, arrange another job or retire;
d) Insufficient capacity and qualifications to undertake the assigned work;
d) Not healthy enough or no longer reputable to hold the position of a member of the Members' Council.
2. The chairman and other members of the Members' Council shall be dismissed in the following cases:
a) The company fails to fulfill the annual plan targets and targets, fails to preserve and develop the investment capital at the request of the owner's representative agency.
fails to explain objective reasons or causes reasons but is not approved by the owner's representative agency;
b) Being convicted by a court and the court's judgment or decision has taken legal effect;
c) Being dishonest in exercising rights and obligations or abusing their position or position, using the company's assets for personal gain or serving the interests of organizations or individuals
other; report dishonestly the financial situation and results of production and business of the company.
3. Within 60 days from the date of the decision to dismiss or dismiss the Chairman and other members of the Members' Council, the agency representing the owner
consider and decide on the selection and appointment of other replacements.
Article 95. Chairman of the Members' Council
1. The Chairman of the Members' Council shall be appointed by the owner's representative agency in accordance with law. The Chairman of the Members' Council cannot concurrently be the Director
or General Director of other companies and enterprises.
2. The President of the Members' Council has the following rights and obligations:
a) Formulate quarterly and annual operation plans of the Members' Council;
b) Prepare agenda, contents and documents of meetings of the Members' Council or collect opinions of members of the Members' Council;
c) To convene, chair and chair meetings of the Members' Council or organize the collection of opinions of members of the Members' Council;
d) Organize the implementation of decisions of the agency representing the owner and resolutions of the Members' Council;
dd) Organize the supervision, direct supervision and assessment of the results of the implementation of strategic goals, the results of the company's operations, the results of management and administration of the Director.
or the General Director of the company;
e) To organize the publication and publicization of information about the company in accordance with law; responsible for the completeness, timeliness, accuracy, truthfulness and systematicity
of published information.
3. In addition to the case specified in Article 94 of this Law, the Chairman of the Members' Council may be relieved of duty or dismissed if he fails to perform the rights and obligations specified in Clause 1 of this Article.
specified in Clause 2 of this Article.
Article 96. Rights and obligations of members of the Members' Council
1. Attend meetings of the Members' Council, discuss, recommend and vote on issues within the competence of the Members' Council.
2. Examine, consider, look up, copy and extract the notebooks and records of contracts, transactions, accounting books, financial statements, minutes of meetings of the Members' Council,
company papers and other documents.
3. Other rights and obligations as provided for in the company's charter, this Law and other relevant laws.
Article 97. Responsibilities of the Chairman and other members of the Members' Council
1. Comply with the company's charter, the decision of the company owner and the provisions of law.
2. To exercise their rights and obligations honestly, carefully, and best in order to maximize the legitimate interests of the company and the State.
3. Loyalty to the interests of the company and the State; do not abuse their position and position and use information, know-how, business opportunities and other assets of the company to
self-interest or serving the interests of other organizations or individuals.
4. To promptly, fully and accurately notify the enterprise of the enterprise in which it owns or has shares, controlling capital contribution, and the enterprise in which the person owns or has shares or controlling capital contribution.
his/her related party owns, jointly owns or separately owns the controlling shares or contributed capital. This notice is collected and kept at the head office of the company
company.
5. To abide by resolutions of the Members' Council.
6. Take personal responsibility when performing the following acts:
a) Taking advantage of the company's name to commit illegal acts;
b) Conduct business or other transactions that do not serve the interests of the company and cause damage to other organizations and individuals;
c) Paying undue debts when financial risks may occur to the company.
7. In case a member of the Members' Council discovers that another member of the Members' Council has committed violations in the exercise of his/her assigned rights and obligations
then have the responsibility to report in writing to the agency representing the owner; request the violating member to stop the violation and remedy the consequences.
Article 98. Working regimes, conditions and procedures for conducting meetings of the Members' Council
1. The Members' Council shall work according to the collective regime; meeting at least once a quarter to consider and decide on issues under their respective rights and obligations. For
For issues that do not require discussion, the Members' Council may collect written opinions of members in accordance with the provisions of the company's charter. City Council
Members may hold extraordinary meetings to resolve urgent issues at the request of the agency representing the company's owner, at the request of the Chairman of the Members' Council.
or more than 50% of the total number of members of the Members' Council or the Director or General Director.
2. The President of the Members' Council or a member authorized by the President of the Members' Council shall prepare the program, content of documents, convene and chair the meeting.
Preside over and chair meetings of the Members' Council. Members of the Members' Council have the right to make written recommendations on the meeting agenda. Content and resources
The meeting data must be sent to the members of the Members' Council and the person invited to the meeting at least 03 working days before the meeting date. Materials used in
the meeting related to the proposal to the company's owner's representative agency to amend and supplement the company's charter, approve the company's development direction, notify
through the annual financial statements, reorganization or dissolution of the company must be sent to the members at least 05 working days before the meeting date.
3. The notice of invitation to the meeting of the Members' Council may be sent by invitation, telephone, fax, electronic means or other methods prescribed by the company's charter and
shall be sent directly to each member of the Board of members and the person invited to the meeting. The content of the notice of meeting invitation must clearly specify the time, place and
meeting schedule. Online meeting form can be applied when needed.
4. A meeting of the Members' Council is valid when at least two-thirds of the total number of members of the Members' Council attend. Resolution of the Members' Council passed
passed when more than half of the total number of attending members voted in favor; In case of equal number of votes, the content has the approval vote of the President of the Association
Council of members or the person authorized by the Chairman of the Members' Council to chair the meeting is the approved content. Members of the Members' Council have the right to
reserve their opinions and make recommendations to the agency representing the company's owner.
5. In case of collecting opinions of members of the Members' Council in writing, a resolution of the Members' Council shall be adopted when more than half of the total number of members are present.
Members of the Board of Directors agreed. Resolutions may be adopted using multiple copies of the same text if each of those copies contains at least one
signatures of members of the Members' Council.
6. Based on the contents and agenda of the meeting, when deeming it necessary, the Members' Council shall invite competent representatives of relevant agencies and organizations to attend the meeting.
attend and discuss specific issues in the meeting agenda. Representatives of agencies or organizations invited to the meeting have the right to express their opinions but do not participate
decide. The opinions expressed by representatives invited to the meeting are fully recorded in the minutes of the meeting.
7. Contents of discussed issues, expressed opinions, voting results, resolutions adopted by the Members' Council and conclusions of meetings of the Board
co-members must be recorded in minutes. The chairman and secretary of the meeting must be jointly responsible for the accuracy and truthfulness of the minutes of the meeting of the Council
member. Minutes of a meeting of the Members' Council must be approved before the end of the meeting. The minutes must include the following main contents:
a) Time, place, purpose and agenda of the meeting; the list of members attending the meeting; issues are discussed and voted on; Summarize the opinions and statements of members, representatives
representatives are invited to the meeting on each issue discussed;
b) Number of votes for and against, in case the abstention method is not applied; number of votes for and against
agree and have no opinion on the application of the abstention method;
c) Decisions are passed;
d) Full names and signatures of members attending the meeting.
8. A member of the Members' Council has the right to request the director, deputy director or general director, deputy general director, chief accountant and manager of the company,
subsidiaries in which 100% of charter capital is held by the company, the representative of the company's contributed capital in other enterprises shall provide information and documents on the financial situation of the company.
and operations of the enterprise in accordance with the information regulation prescribed by the Members' Council or by a resolution of the Members' Council. The person requested to provide
Information providers must provide timely, complete and accurate information and documents at the request of members of the Members' Council, except for cases where the Members' Council has
other decisions.
9. The Members' Council shall use the management and administration apparatus and the assisting department of the company to perform its duties.
10. Operational expenses of the Members' Council, salaries, allowances and remuneration shall be included in the company management expenses.
11. In case of necessity, the Members' Council shall organize consultations with domestic and foreign consultants before deciding on important issues under the law.
authority of the Members' Council. The cost of consulting experts is specified in the company's financial management regulations.
12. A resolution of the Members' Council takes effect from the date of its adoption or from the effective date stated in the resolution, unless it is required to be approved by a representative agency.
approved by the owner.
Article 99. President of the company
1. The company president shall be appointed by the owner's representative agency in accordance with law. The company president has a term of not more than 5 years and can be appointed
reassignment. An individual is appointed for no more than two terms, unless the appointee has had more than 15 years of continuous working at that company before
appointed for the first time. Criteria, conditions and cases of dismissal and dismissal of the company's President shall comply with the provisions of Articles 93 and 94 of this Law.
This law.
2. The company president shall exercise the rights and perform the obligations of the direct representative of the owner at the company in accordance with the Law on Management and Use of State Capital Investment
into production and business at the enterprise; other rights, obligations and responsibilities as prescribed in Articles 92 and 97 of this Law.
3. The salary, allowance and remuneration of the company's president shall be included in the company's management expenses.
4. The company president uses the management and administration apparatus and the assisting department of the company to perform his/her rights and obligations. In case of necessity, Chairman
the company organizes consultation with domestic and foreign consultants before deciding on important issues within the competence of the company's president. Consultation fee
Consulting experts are specified in the company's financial management regulations.
5. Decisions falling within the competence specified in Clause 2 of this Article must be made in writing and signed with the title of President of the company, including the case of the Chairman.
President of the company cum Director or General Director.
6. The decision of the company's president takes effect from the date of signing or from the effective date stated in the decision, unless it must be approved by the agency representing the owner.
acceptance.
7. In case the President of the company leaves Vietnam for more than 30 days, he must authorize in writing another person to perform a number of rights and obligations of the President.
company president; the authorization must be promptly notified in writing to the agency representing the owner. Other cases of authorization shall comply with the provisions of
internal management regulations of the company.
Article 100. Director, General Director and Deputy Director, Deputy General Director
1. The director or general director shall be appointed or hired by the Members' Council or the company's president according to the personnel plan approved by the owner's representative agency.
owner consent.
2. The director or general director is responsible for managing the day-to-day operations of the company and has the following rights and obligations:
a) Organize the implementation and evaluate the results of the implementation of the company's plans, business plans and investment plans;
b) Organize the implementation and evaluate the results of the implementation of resolutions and decisions of the Members' Council, the company's president and the agency representing the company's owner;
c) Decide on the day-to-day work of the company;
d) Issue internal management regulations of the company approved by the Members' Council or the company's president;
dd) Appointment, hire, relief from duty, dismissal or termination of labor contracts for company managers, except for titles within the competence of the Members' Council.
or the President of the company;
e) To enter into contracts and transactions on behalf of the company, except for cases under the authority of the Chairman of the Members' Council or the President of the company;

g) Prepare and submit to the Members' Council or the company's president quarterly and annual reports on the results of the implementation of the business plan objectives; financial report
main;
h) Proposing allocation and use of profit after tax and other financial obligations of the company;
i) Labor recruitment;
k) Proposing a plan to reorganize the company;
l) Other rights and obligations as prescribed by law and the company's charter.
3. The company has one or several deputy directors or deputy general directors. The number and competence to appoint Deputy Directors or Deputy General Directors are specified in Article
company rate. Rights and obligations of the Deputy Director or Deputy General Director are specified in the company's charter and labor contract.
Article 101. Criteria and conditions of the Director and General Director
1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.
2. Having professional qualifications and experience in business administration or in the company's business lines, industries or fields.
3. Not being a family member of the head or deputy head of the owner's representative agency; member of the Members' Council, owner
company president; Deputy General Director, Deputy Director and Chief Accountant of the company; Company controller.
4. Never been dismissed from the position of Chairman of the Members' Council, member of the Members' Council, President of the company, Director or General Director, Deputy Director or Deputy
General director at a company or in another state-owned enterprise.
5. Not concurrently the Director or General Director of another enterprise.
6. Other criteria and conditions specified in the company's charter.
Article 102. Dismissal or dismissal of the Director, General Director and other managers of the company, Chief Accountant
1. The director or general director shall be dismissed in the following cases:
a) No longer fully satisfy the criteria and conditions specified in Article 101 of this Law;
b) There is a resignation letter.
2. The director or general director shall be considered for dismissal in the following cases:
a) The enterprise fails to preserve its capital as prescribed by law;
b) The enterprise fails to fulfill the annual business plan objectives;
c) The enterprise violates the law;
d) Not having enough qualifications and capacity to meet the requirements of the enterprise's development strategy and new business plan;
dd) Violating one of the rights, obligations and responsibilities of a manager specified in Articles 97 and 100 of this Law;
e) Other cases specified in the company's charter.
3. Within 60 days from the date of issuance of the decision on dismissal or dismissal, the Members' Council or the company's President shall consider and decide on selection and appointment.
replaced by someone else.
4. The case of dismissal or dismissal of the Deputy General Director, Deputy Director, other managers of the company, the Chief Accountant shall be prescribed by the company's charter.
Article 103. Supervisory Board, Supervisors
1. Based on the size of the company, the agency representing the owner shall decide to establish a Control Board with between 01 and 05 Supervisors, including the Head of the Supervisory Board.
control. The term of Supervisors shall not exceed 05 years and may be re-appointed but not exceeding 02 consecutive terms at that company. In case the Supervisory Board only
If there is 01 Controller, that Controller is concurrently the Head of the Control Board and must meet the criteria of the Head of the Control Board.
2. An individual may concurrently be appointed as the Head of the Supervisory Board and the Supervisor of no more than 04 state-owned enterprises.
3. The Head of the Control Board and the Supervisors must have the following criteria and conditions:
a) Having a university degree or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a relevant discipline;
suitable to the business activities of the enterprise and has at least 03 years of working experience; The head of the Supervisory Board must have at least 5 years of working experience;
b) Not be the manager of the company and the manager at another enterprise; must not be a Controller of a non-home enterprise
country; are not employees of the company;
c) Not being a relative of the head or deputy of the head of the agency representing the company's owner; board members
members of the company; Company president; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;
d) Other standards and conditions specified in the company's charter.
4. The Government shall detail this Article.
Article 104. Obligations of the Control Board
1. The Control Board has the following obligations:
a) Supervising the organization and implementation of development strategies and business plans;
b) Supervising and assessing the current status of business activities and financial status of the company;
c) Supervising and evaluating the exercise of rights and obligations of members of the Members' Council and the Members' Council, the company's president, the director or general director;
company director;
d) Monitor and evaluate the effectiveness and compliance with internal audit regulations, risk management and prevention regulations, reporting regulations, and other internal governance regulations.
of the company;
dd) Supervising the legality, systematicity and honesty in accounting work, accounting books, contents of financial statements, appendices and related documents;
e) Supervising contracts and transactions of the company with related parties;
g) Supervising the implementation of large investment projects; contracts, purchase and sale transactions; contracts and other large-scale business transactions; contracts, business transactions
usually of the company;
h) Make and send evaluation reports and recommendations on the contents specified at Points a, b, c, d, dd, e and g of this Clause to the owner's representative agency and the Members' Council.
tablets;
i) Perform other obligations at the request of the agency representing the owner, as stipulated in the company's charter.
2. Salary, remuneration, bonus and other benefits of the Controllers shall be decided and paid by the agency representing the owner.
3. The Government shall detail this Article.
Article 105. Rights of the Control Board
1. Participating in meetings of the Members' Council, formal and informal consultations and exchanges between the owner's representative agency and the Members' Council
tablets; question the Members' Council, members of the Members' Council, the company's president and the director or general director about investment plans, projects and programs
development and other decisions in management and administration of the company.
2. Review the company's accounting books, reports, contracts, transactions and other documents; inspect the management and administration of the Members' Council and members
Members' Council, company president, director or general director when deeming it necessary or at the request of the agency representing the owner.
3. Request the Members' Council, members of the Members' Council, company president, director, deputy director or general director, deputy general director, accountant
Chiefs and other managers report and provide information within the scope of management and investment and business activities of the company.
4. Request the company manager to report on the financial status and business results of the subsidiary when deeming it necessary to perform the tasks as prescribed.
provisions of law and the company's charter.
5. Proposing the owner's representative agency to establish an audit unit to advise and directly support the Control Board in exercising its rights and obligations.
assigned.
6. Other rights specified in the company's charter.
Article 106. Working regime of the Control Board
1. The Head of the Control Board shall elaborate the monthly, quarterly and annual work plan of the Control Board; assign specific tasks and tasks to each
Surveyor.
2. Controllers actively and independently perform assigned tasks and tasks; Proposing and recommending to perform other control tasks and tasks other than the plan
plan, outside the assigned scope when deemed necessary.
3. The Supervisory Board meets at least once a month to review, evaluate and approve the monthly report on control results and submit it to the owner's representative agency; discuss
and approve the next operation plan of the Supervisory Board.
4. Decisions of the Control Board shall be adopted when the majority of members attending the meeting agree. Opinions other than the content of the approved decision must be approved
fully and accurately record and report to the owner's representative agency.
Article 107. Responsibilities of Controllers
1. Comply with the law, the company's charter, decisions of the agency representing the owner and professional ethics in exercising the rights and obligations of the Controller.
2. To exercise the assigned rights and obligations honestly, carefully, and best to protect the interests of the State, the company and the legitimate interests of the parties at
company.
3. Loyalty to the interests of the State and the company; do not abuse their position and position and use information, know-how, business opportunities and other assets of the company to
self-interest or serving the interests of other organizations or individuals.
4. In case of breach of responsibilities specified in this Article, causing damage to the company, the Controller must be personally or jointly liable for compensation.
such damage; Depending on the nature and seriousness of the violation and damage, it may also be disciplined, administratively sanctioned or examined for penal liability according to regulations.
provisions of law; return to the company all income and benefits derived from the breach of liability specified in this Article.
5. Promptly report to the agency representing the owner, and at the same time request the Controller to stop the violation and remedy the consequences in the event of a violation.
that Controller violates the assigned rights, obligations and responsibilities.
6. Timely report to the agency representing the company owner, other Controllers and relevant individuals, and request that individual to stop the violation.
violations and remedy consequences in the following cases:
a) Detecting that a member of the Members' Council, the company's president, the director or general director and other managers violates regulations on rights, obligations and
their responsibility or risk violating such provision;
b) Detecting violations of the law or regulations of the company's charter or internal management regulations of the company.
7. Other responsibilities as prescribed by this Law and the company's charter.
Article 108. Dismissal and dismissal of Heads of Supervisory Boards and Supervisors
1. The Head of the Control Board or the Supervisors shall be dismissed in the following cases:
a) No longer fully satisfy the criteria and conditions prescribed in Article 103 of this Law;
b) There is a resignation letter approved by the agency representing the owner;
c) Being assigned or assigned by the owner's representative agency or other competent agency to perform other tasks;
d) Other cases as prescribed in the company's charter.
2. The Head of the Control Board or the Supervisors shall be dismissed in the following cases:
a) Failing to perform assigned duties, tasks or tasks for 3 consecutive months, except in case of force majeure;
b) Failing to fulfill assigned duties, tasks or tasks within 1 year;
c) Repeatedly or seriously violating the rights, obligations and responsibilities of the Head of the Supervisory Board and the Supervisors specified in this Law and the company's charter;
d) Other cases as prescribed in the company's charter.
Article 109. Periodic information disclosure
1. The company must periodically publish on the website of the company and the agency representing the owner the following information:
a) Basic information about the company and its charter;
b) General objectives; specific goals and targets of the annual business plan;
c) Report and summarize the annual financial statements audited by an independent auditing organization within 150 days from the end of the fiscal year; bag
including the parent company's financial statements and the consolidated financial statements (if any);
d) Report and summary of the mid-year financial statements audited by an independent auditing organization; the deadline for publication must be before July 31 every year; bag
including the parent company's financial statements and the consolidated financial statements (if any);
dd) An evaluation report on the results of the implementation of the annual production and business plan;
e) Report on the performance of public utility tasks assigned according to the plan or bidding (if any) and other social responsibilities;
g) Report on the current situation of corporate governance and organizational structure.
2. A report on the current state of corporate governance includes the following information:
a) Information about the owner's representative agency, the head and deputy head of the owner's representative agency;
b) Information about the company manager, including professional qualifications, professional experience, management positions held, method of appointment, job
assigned management; level and manner of payment of salary, remuneration, bonus and other benefits; related persons and related interests of company managers;
c) Relevant decision of the agency representing the owner; resolutions and decisions of the Members' Council or the company's president;
d) Information about the Supervisory Board, Supervisors and their activities;
dd) Report on conclusions of the inspection agency (if any) and reports of the Supervisory Board and Supervisors;
e) Information about related persons of the company, contracts and transactions of the company with related persons;
g) Other information as prescribed in the company's charter.
3. Published information must be complete, accurate and timely as prescribed by law.
4. The legal representative or person authorized to disclose information shall disclose information. The legal representative must be responsible for
completeness, timeliness, truthfulness and accuracy of the information disclosed.
5. The Government shall detail this Article.
Article 110. Unusual information disclosure
1. The company must publish on its website, publications (if any) and publicly post it at the head office and business location of the company about any real information.
usually within 36 hours of the occurrence of one of the following events:
a) The company's account is blocked or allowed to operate again after being blocked;
b) Suspending part or all of business activities; Certificate of business registration, establishment license, establishment and operation license have been revoked
activity, license to operate or other license related to the operation of the company;
c) Amendment and supplementation of the enterprise registration certificate, establishment license, establishment and operation license, operation license or license;
other related to the activities of the company;
d) Change of members of the Members' Council, President of the company, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, Head of Finance Department;
chief accountant, Head of Supervisory Board or Supervisor;
dd) There is a decision to discipline, prosecute, or a judgment or decision of the Court against the manager of the enterprise;
e) There is a conclusion of the inspection agency or the tax administration agency about the violation of the law by the enterprise;
g) There is a decision to change the independent auditing organization or to be refused to audit the financial statements;
h) There is a decision on establishment, dissolution, consolidation, merger or transformation of subsidiaries, branches or representative offices; investment decision, capital reduction or investment divestment
at other companies.
2. The Government shall detail this Article.
Chapter V
JOINT STOCK COMPANY
Article 111. Joint stock companies
1. Joint stock company is an enterprise in which:
a) The charter capital is divided into equal parts called shares;
b) Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
c) Shareholders are only liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;
d) Shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of this Law.
2. A joint-stock company has legal status from the date of issuance of the Certificate of Business Registration.
3. Joint stock companies have the right to issue shares, bonds and other securities of the company.
Article 112. Capital of a joint-stock company
1. The charter capital of a joint-stock company is the total par value of shares of all types sold. Charter capital of a joint-stock company when registering for business establishment is the total par value
shares of all kinds have been registered for purchase and recorded in the company's charter.
2. Sold shares are shares entitled to be offered for sale which have been fully paid by shareholders to the company. When registering the establishment of a business, the shares sold are the total
number of shares of all kinds that have been registered to buy.
3. Shares entitled to be offered for sale of a joint-stock company is the total number of shares of all types that the General Meeting of Shareholders decides to offer to raise capital. Number of shares
The right to offer for sale of a joint-stock company when registering for business establishment is the total number of shares of all types that the company will offer to raise capital, including
subscribed shares and unsubscribed shares.
4. Unsold shares are shares that are entitled to be offered for sale and have not yet been paid to the company. When registering to establish an enterprise, unsold shares are the total number of shares
Parts of the types have not been registered to buy.
5. The company may reduce its charter capital in the following cases:
a) According to the decision of the General Meeting of Shareholders, the company will return a part of the contributed capital to the shareholders in proportion to their share ownership in the company if the company has operated
Business operation continuously for 02 years or more from the date of enterprise establishment registration and ensure the payment of all debts and other property obligations after the enterprise is registered.
return to shareholders;
b) The company repurchases the sold shares according to the provisions of Articles 132 and 133 of this Law;
c) Charter capital is not paid in full and on time by shareholders as prescribed in Article 113 of this Law.
Article 113. Payment for shares registered for purchase upon enterprise establishment registration
1. Shareholders must pay in full for the number of shares registered to buy within 90 days from the date of issuance of the Enterprise Registration Certificate, except for
in accordance with the company's charter or the share purchase registration contract stipulating another shorter term. In case shareholders contribute capital with assets, the transit time
import transfer, administrative procedures to transfer ownership of such property are not included in this time limit for capital contribution. The Board of Directors is responsible for overseeing
Monitor and urge shareholders to pay in full and on time the registered shares.
2. Within the time limit from the date the company is granted the Certificate of Business Registration to the last day to pay in full for the prescribed number of shares registered for purchase.
In Clause 1 of this Article, the number of votes of shareholders is calculated according to the number of ordinary shares registered to buy, unless otherwise provided for in the company's charter.
other.
3. If after the time limit specified in Clause 1 of this Article, the shareholder has not paid or is only able to pay a part of the number of shares registered to buy, then
according to the following provisions:
a) A shareholder who has not yet paid for the number of shares registered to buy is automatically no longer a shareholder of the company and may not transfer the right to buy such shares.
others;
b) Shareholders only pay part of the shares registered to buy with voting rights, receive dividends and other rights in proportion to the paid shares;
may not transfer the right to purchase unpaid shares to another person;
c) Unpaid shares are considered unsold shares and the Board of Directors is entitled to sell;
d) Within 30 days from the end of the time limit for paying in full for the number of shares registered for purchase as prescribed in Clause 1 of this Article, the company must register
adjust the charter capital equal to the par value of the number of shares that have been paid in full, unless the number of unpaid shares has been sold out within this time limit; registration
change of founding shareholders.
4. Shareholders who have not paid or have not fully paid for the number of shares registered to buy shall be responsible for the total par value of shares registered to buy for
with the financial obligations of the company arising within the period before the date the company registers to adjust its charter capital according to the provisions of point d, clause 3 of this Article. Fort
Members of the Board of Directors, the legal representative shall be jointly responsible for any damage arising from failure to comply with or not comply with the provisions of this Law.
specified in Clause 1 and Point d Clause 3 of this Article.
5. Except for the case specified in Clause 2 of this Article, the capital contributor becomes a shareholder of the company from the time of payment for the purchase of shares and other information.
shareholders specified at Points b, c, d and dd, Clause 2, Article 122 of this Law are recorded in the register of shareholders.
Article 114. Types of shares
1. Joint stock companies must have common shares. Owners of common shares are common shareholders.
2. In addition to ordinary shares, a joint stock company may have preferred shares. Owners of preferred shares are called preferred shareholders. Preference shares include the following types:
a) Dividend preference shares;
b) Redeemable preferred shares;
c) Voting preference shares;
d) Other preferred shares as prescribed in the company's charter and the law on securities.
3. Persons entitled to purchase dividend preference shares, redeemable preference shares and other preferred shares as provided for in the company's charter or decided by the General Meeting of Shareholders
determined.
4. Each share of the same class gives the owner of that share equal rights, obligations and benefits.
5. Ordinary shares cannot be converted into preferred shares. Preference shares can be converted into common shares according to the resolution of the General Meeting of Shareholders
bronze.
6. Common shares used as the underlying asset for the issuance of depository certificates without voting rights are called basic ordinary shares. Certificate of saving
signatories without voting rights have economic interests and obligations corresponding to the underlying ordinary shares, excluding voting rights.
7. The Government shall regulate depository certificates without voting rights.
Article 115. Rights of common shareholders
1. Common shareholders have the following rights:
a) Attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or in the form of an authorized representative.
other than that prescribed by the company's charter and law. Each common share has one vote;
b) Receive dividends at the rate decided by the General Meeting of Shareholders;
c) Priority is given to buying new shares in proportion to the percentage of common stock ownership of each shareholder in the company;
d) To freely transfer their shares to others, except for the cases specified in Clause 3, Article 120, Clause 1, Article 127 of this Law and other provisions of law.
relevant laws;
dd) Review, look up and extract information about names and contact addresses in the list of shareholders with voting rights; request correction of incorrect information of
themselves;
e) Review, look up, extract or copy the company's charter, minutes of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders;
g) When the company is dissolved or goes bankrupt, to receive a part of the remaining assets in proportion to the percentage of share ownership in the company.
2. A shareholder or group of shareholders owning 05% or more of the total number of ordinary shares or a smaller percentage as prescribed in the company's charter has the following rights:
a) Review, look up and make extracts of minutes and resolutions and decisions of the Board of Directors, mid-year and annual financial statements, reports of the Supervisory Board,
contracts and transactions must be approved by the Board of Directors and other documents, except documents related to trade secrets or business secrets of the company;
b) Request to convene the General Meeting of Shareholders in the case specified in Clause 3 of this Article;
c) Request the Control Board to examine each specific issue related to the management and operation of the company when deeming it necessary. The request must be in writing and
must include the following details: full name, contact address, nationality, number of legal papers of the individual for shareholders being individuals; name, business number or number
legal papers of the organization, address of the head office for shareholders being organizations; number of shares and time of registration of shares of each shareholder, the total number of shares of
both the group of shareholders and the percentage of ownership in the total number of shares of the company; the problem to be examined, the purpose of the test;
d) Other rights as prescribed by this Law and the company's charter.
3. A shareholder or group of shareholders specified in Clause 2 of this Article has the right to request the convening of the General Meeting of Shareholders in the following cases:
a) The Board of Directors seriously violates the rights of shareholders, the obligations of managers or makes decisions beyond its assigned authority;
b) Other cases as prescribed in the company's charter.
4. The request to convene a meeting of the General Meeting of Shareholders specified in Clause 3 of this Article must be in writing and must include the following contents: full name, contact address,
nationality, number of legal papers of the individual for shareholders being individuals; name, enterprise identification number or legal document number of the organization, head office address, for shareholders
East is the organization; the number of shares and the time of registration of shares of each shareholder, the total number of shares of the whole group of shareholders and the percentage of ownership in the total number of shares
of the company, grounds and reasons for requesting the convening of the General Meeting of Shareholders. Enclosed with the request to convene a meeting, there must be documents and evidences about the Association's violations
board of directors, the extent of the violation or the decision to exceed its authority.
5. Shareholders or groups of shareholders owning 10% or more of the total number of ordinary shares or a smaller percentage as prescribed in the company's charter have the right to nominate
members of the Board of Directors and the Supervisory Board. Unless otherwise provided for in the company's charter, the nomination of persons to the Board of Directors and the Supervisory Board shall be carried out
appear as follows:
a) Ordinary shareholders form a group to nominate people to the Board of Directors and the Supervisory Board must notify the group meeting to the attending shareholders.
before the opening of the General Meeting of Shareholders;
b) Based on the number of members of the Board of Directors and Supervisory Board, a shareholder or a group of shareholders specified in this Clause is entitled to nominate one or several members of the Board of Directors.
according to the decision of the General Meeting of Shareholders as a candidate for the Board of Directors and the Supervisory Board. In case the number of candidates is nominated by a shareholder or a group of shareholders,
If the number of candidates is less than the number of candidates they are entitled to nominate according to the decision of the General Meeting of Shareholders, the remaining number of candidates shall be decided by the Board of Directors, the Supervisory Board and the Board of Directors.
nominated by other shareholders.
6. Other rights as prescribed by this Law and the company's charter.
Article 116. Voting preference shares and rights of shareholders owning voting preference shares
1. Voting preference shares are ordinary shares that have more votes than other ordinary shares; number of votes of a voting preference share
decided by the company's charter. Only organizations authorized by the Government and founding shareholders are entitled to hold voting preference shares. Special Offers
The decision of the founding shareholders is valid for 3 years from the date the company is granted the Certificate of Business Registration. Voting rights and preferential period
voting for voting preference shares held by an organization authorized by the Government is specified in the company's charter. After the voting preference period, shares
voting preference shares are converted into common shares.
2. Shareholders owning voting preference shares have the following rights:
a) Vote on issues under the authority of the General Meeting of Shareholders with the number of votes specified in Clause 1 of this Article;
b) Other rights as common shareholders, except for the case specified in Clause 3 of this Article.
3. Shareholders owning voting preference shares may not transfer such shares to other people, except in cases of transfer according to judgments or decisions.
of the Court has legal effect or inheritance.

4. The Government shall detail this Article.
Article 117. Dividend preference shares and rights of shareholders owning dividend preference shares
1. Dividend preference shares are shares that pay dividends at a higher rate than that of ordinary shares or a stable annual rate. Dividends distributed
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Annual

dividends include fixed dividends and bonus dividends. Fixed dividends do not depend on the business results of the company. Specific fixed dividend level and method

determine bonus dividends specified in shares of dividend preference shares.
2. Shareholders owning dividend preference shares have the following rights:
a) Receive dividends as prescribed in Clause 1 of this Article;
b) Receive the remaining assets in proportion to the percentage of share ownership in the company after the company has paid off all debts, and the preferred shares will be refunded when the company has paid off all debts.
dissolution or bankruptcy;
c) Other rights as common shareholders, except for the case specified in Clause 3 of this Article.
3. Shareholders owning dividend preference shares without voting rights, attending the General Meeting of Shareholders, and nominating persons to the Board of Directors and Control Board, except
the case specified in Clause 6, Article 148 of this Law.
Article 118. Redeemable preference shares and rights of shareholders owning redeemable preference shares
1. Redeemable preferred shares are shares that the company will refund the capital contribution at the request of the owner or according to the conditions stated in the shares of the preferred shares.
compensation and the company's charter.
2. Shareholders owning redeemable preferred shares have the same rights as ordinary shareholders, except for the case specified in Clause 3 of this Article.
3. Shareholders owning refundable preference shares without voting rights, attending the General Meeting of Shareholders, nominating persons to the Board of Directors and Control Board, except
the cases specified in Clause 5, Article 114 and Clause 6, Article 148 of this Law.
Article 119. Obligations of shareholders
1. Pay in full and on time the number of shares committed to buy.
2. Not to withdraw capital contributed by ordinary shares from the company in any form, except in the case of shares being bought back by the company or another person. School
In case a shareholder withdraws part or all of the contributed share capital contrary to the provisions of this Clause, such shareholder and the person with related interests in the company must jointly
jointly liable for the debts and other property obligations of the company to the extent the value of the shares has been withdrawn and the damages incurred.
3. Comply with the company's charter and internal management regulations.
4. To abide by resolutions and decisions of the General Meeting of Shareholders and the Board of Directors.
5. Confidentiality of information provided by the company in accordance with the provisions of the company's charter and the law; Only use the information provided to exercise and protect the rights
and its legitimate interests; It is strictly forbidden to distribute, copy or send information provided by the company to other organizations and individuals.
6. Other obligations as prescribed by this Law and the company's charter.
Article 120. Common shares of founding shareholders
1. Newly established joint-stock companies must have at least 03 founding shareholders. Joint stock companies converted from state-owned enterprises or from limited liability companies
limited or divided, split, consolidated, merged from other joint stock companies without necessarily having founding shareholders; In this case, the company's charter on file
Enterprise registration must be signed by the legal representative or common shareholders of that company.
2. Founding shareholders must jointly register to buy at least 20% of the total number of ordinary shares that are entitled to be offered for sale when registering for business establishment.
3. Within 03 years from the date the company is granted the Certificate of Enterprise Registration, the common shares of the founding shareholders are freely transferable.
transfer to other founding shareholders and may only be transferred to persons who are not founding shareholders if approved by the General Meeting of Shareholders.
In this case, the founding shareholders who intend to transfer ordinary shares do not have the right to vote on the transfer of such shares.
4. The restrictions specified in Clause 3 of this Article do not apply to the following ordinary shares:
a) Shares that founding shareholders have more after registering for business establishment;
b) Shares have been transferred to another person who is not a founding shareholder.
Article 121. Shares
1. Shares are certificates issued by a joint-stock company, book entries or electronic data certifying the ownership of one or more shares of that company. Neck
The ballot must include the following main contents:
a) Name, enterprise code, address of the head office of the company;
b) Number of shares and type of shares;
c) The par value of each share and the total par value of the number of shares recorded on the share;
d) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, business number or legal document number of the organization, address
only the head office for shareholders being organizations;
dd) Signature of the legal representative of the company;
e) Registration number in the register of shareholders of the company and date of issue of shares;
g) Other contents as prescribed in Articles 116, 117 and 118 of this Law for shares of preferred shares.
2. In case there are errors in the content and form of shares issued by the company, the rights and interests of the owners of such shares will not be affected. People
the legal representative of the company is responsible for the damage caused by such errors.
3. In case the shares are lost, damaged or destroyed in other forms, the shareholder shall be re-issued with shares by the company at the request of such shareholder. Suggestions
shareholders must include the following contents:
a) Information about shares that have been lost, damaged or otherwise destroyed;
b) Commitment to be responsible for disputes arising from the re-issuance of new shares.
Article 122. Register of shareholders
1. A joint-stock company must make and keep a register of shareholders from the time it is granted an enterprise registration certificate. The register of shareholders can be a paper document,
An electronic data set that records information about the share ownership of the company's shareholders.
2. The register of shareholders must include the following principal contents:
a) Name and address of the head office of the company;
b) Total number of shares to be offered for sale, types of shares to be offered for sale and number of shares to be offered for sale of each class;
c) Total number of shares sold of each type and value of contributed share capital;
d) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, business number or legal document number of the organization, address
only the head office for shareholders being organizations;
dd) Number of shares of each type of each shareholder, date of registration of shares.
3. The register of shareholders is kept at the head office of the company or other organizations with the function of keeping the register of shareholders. Shareholders have the right to inspect and check
research, extract, copy the names and contact addresses of company shareholders in the register of shareholders.
4. In case a shareholder changes his or her contact address, it must promptly notify the company so that it can be updated in the register of shareholders. The Company is not responsible for the
unable to contact the shareholder due to not being notified of the change of the shareholder's contact address.
5. The company must promptly update changes of shareholders in the register of shareholders at the request of the relevant shareholders as prescribed in the company's charter.
Article 123. Offering for sale of shares
1. Share offering means the company increasing the number of shares, the type of shares it is entitled to offer to increase its charter capital.
2. Share offering can be made in the following forms:
a) Offering shares to existing shareholders;
b) Private placement of shares;
c) Offering shares to the public.
3. Public offering of shares, offering for sale of shares by public companies and other organizations shall comply with the law on securities.
4. The Company shall register to change its charter capital within 10 days from the date of completion of the share sale.
Article 124. Offering shares to existing shareholders
1. Offering shares to existing shareholders is the case where the company increases the number of shares, the type of shares it is entitled to offer and sells all of those shares.
to all shareholders in proportion to their existing share ownership in the company.
2. An offer of shares to existing shareholders of a joint-stock company that is not a public company is done as follows:
a) The company must notify shareholders in writing in a manner that ensures they reach their contact addresses in the register of shareholders within 15 minutes.
days before the expiration of the time limit for registration to buy shares;
b) The notice must include full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, business number or legal document number
organization's name, address of the head office, for shareholders being an organization; number of shares and current share ownership ratio of shareholders in the company; Total number of shares expected to be offered
sell and number of shares shareholders are entitled to buy; share offering price; purchase registration period; full name and signature of the legal representative of the company. Attached
According to the notice, there must be a form of registration form to buy shares issued by the company. In case the share purchase registration form is not sent to the company on time according to
notification, such shareholder shall be deemed to have not received the right of priority to purchase;
c) Shareholders have the right to transfer their priority right to buy shares to other people.
3. In case the number of shares to be offered for sale is not fully registered by shareholders and the transferee of the right to purchase, the Board of Directors has the right to
sell the remaining shares with the right to be offered for sale to shareholders of the company and others with conditions not more favorable than those offered for sale to the shareholders of the company.
shareholders, unless otherwise approved by the General Meeting of Shareholders or otherwise provided by the law on securities.
4. Shares are considered to have been sold when fully paid and the information about the purchaser specified in Clause 2, Article 122 of this Law is fully recorded in the register.
shareholder signing; from that point on, the person who buys the shares becomes the shareholder of the company.
5. After the shares are paid in full, the company issues and delivers the shares to the buyer; In case of non-delivery of shares, information about shareholders
specified in Clause 2, Article 122 of this Law, shall be recorded in the register of shareholders to certify the ownership of shares by such shareholder in the company.
Article 125. Private offering of shares
1. A private placement of shares by a joint-stock company that is not a public company must satisfy the following conditions:
a) Failing to offer for sale through the mass media;
b) Offering for sale to less than 100 investors, excluding professional securities investors or only offering to professional securities investors.
2. A joint-stock company that is not a public company shall conduct a private placement of shares in accordance with the following provisions:
a) The company decides on a plan for a private placement of shares in accordance with this Law;
b) Shareholders of the company exercise the right of priority to purchase shares as prescribed in Clause 2, Article 124 of this Law, except in the case of merger or consolidation of the company;
c) In case the shareholder and the transferee of the right to buy priority do not buy all, the remaining shares will be sold to another person according to the plan of offering shares.
individual shares with conditions not more favorable than those offered to shareholders, unless otherwise approved by the General Meeting of Shareholders.
3. Foreign investors purchasing shares offered for sale under the provisions of this Article must carry out procedures for share purchase in accordance with the Law on Investment.
Article 126. Sale of shares
The Board of Directors decides the time, method and selling price of shares. The selling price of shares must not be lower than the market price at the time of sale or the value received
recorded in the books of shares at the latest time, except for the following cases:
1. Shares sold for the first time to people who are not founding shareholders;
2. Shares are sold to all shareholders in proportion to their existing share ownership in the company;
3. Shares sold to brokers or guarantors; In this case, the specific discount number or discount rate must be approved by the General Meeting of Shareholders
shareholders, unless otherwise provided for in the company's charter;
4. Other cases and the discount rate in such cases shall be prescribed by the company's charter or the resolution of the General Meeting of Shareholders.
Article 127. Transfer of shares
1. Shares are freely transferable, except for the case specified in Clause 3, Article 120 of this Law and the company's charter which restricts the transfer of shares.
part. If the company's charter contains restrictions on the transfer of shares, these provisions will only take effect when clearly stated in the shares of the company.
corresponding.
2. The transfer is done by contract or transaction on the stock market. In case of transfer by contract, the documents
The assignment must be signed by the assignor and the transferee or their authorized representatives. In case of trading on the market
For securities, the order and procedures for transfer shall comply with the provisions of the law on securities.
3. In case a shareholder being an individual dies, his or her heirs according to the will or law of such shareholder shall become a shareholder of the company.
4. In case a shareholder being an individual dies without an heir, the heir refuses to inherit or is deprived of the right to inherit, the number of shares held by such shareholder
shall be resolved according to the provisions of the civil law.
5. Shareholders have the right to donate part or all of their shares in the company to other individuals or organizations; use shares to pay off debt. Individuals and organizations can
giving or receiving debt repayment by shares will become shareholders of the company.
6. Individuals and organizations that receive shares in the cases specified in this Article only become shareholders of the company from the time their information is specified in Clause 2.
Article 122 of this Law is fully recorded in the register of shareholders.
7. The company must register the change of shareholders in the register of shareholders at the request of the relevant shareholder within 24 hours from the date of receipt of the request under
stipulated in the company's charter.
Article 128. Private offering of bonds
1. A joint-stock company that is not a public company offers a private placement of bonds in accordance with this Law and other relevant laws. Hello!
Private bonds of public companies and other organizations and bond offerings to the public shall comply with the law on securities.
2. Private offering of bonds by a joint stock company that is not a public company is an offering not through the mass media to less than 100 people.
investors, excluding professional securities investors, and who meet the following conditions for individual bond purchasers:
a) Strategic investors of individual convertible bonds and bonds with individual warrants;
b) Professional securities investors for individual convertible bonds, bonds with individual warrants and other types of individual bonds.
3. A joint-stock company that is not a public company that offers private placement of bonds must satisfy the following conditions:
a) The Company has fully paid both principal and interest of the bonds offered for sale and has reached maturity or fully paid due debts for 3 consecutive years.
before the bond offering (if any), except for the bond offering to creditors being selected financial institutions;
b) Having audited financial statements of the year preceding the year of issuance;
c) Satisfy the conditions on the financial safety ratio and the prudential ratio in operations as prescribed by law;
d) Other conditions as prescribed by relevant laws.
Article 129. Order and procedures for private placement and transfer of bonds
1. The company shall decide on a plan for a private placement of bonds in accordance with this Law.
2. The company discloses information before each offering to investors registering to buy bonds and announces the offering to the stock exchange at least 01
working days before the expected date of holding the bond offering.
3. The company discloses information about the results of the offering to investors who have purchased bonds and announces the results of the offering to the stock exchange
within 10 days from the end of the bond offering.
4. Bonds issued by private placement are transferable between investors who meet the conditions for individual bond purchasers specified in Clause 2, Article 128.
of this Law, except in the case of compliance with a legally effective court judgment or ruling, an effective arbitral award or inheritance under the provisions of this Law.
legislation.
5. Pursuant to the provisions of this Law and the Law on Securities, the Government shall detail the types of bonds, dossiers, order and procedures for separate bond issuance and trading.
odd; information disclosure; issue bonds to the international market.
Article 130. Decision on private placement of bonds
1. The company decides to offer private placement of bonds in accordance with the following provisions:
a) The General Meeting of Shareholders decides on the type and total value of bonds and the time of offering for convertible bonds and bonds with warrants. The expression
the decision to pass a resolution on the private placement of bonds of the company shall comply with the provisions of Article 148 of this Law;
b) Unless otherwise provided for in the company's charter and except for the case specified at Point a of this Clause, the Board of Directors has the right to decide on the type of bond, the total value of the bond and the total value of the bond.
value of bonds and time of offering, but must report to the General Meeting of Shareholders at the nearest meeting. The report must be accompanied by documents and records of the bond offering
promissory note.
2. The Company shall register to change its charter capital within 10 days from the date of completion of the conversion of bonds into shares.
Article 131. Purchase of shares and bonds
Shares and bonds of joint-stock companies can be purchased in Vietnam Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, public
technology, technical know-how and other assets specified in the company's charter and must be paid in full once.
Article 132. Redemption of shares at the request of shareholders
1. Shareholders who have voted not to pass a resolution on the reorganization of the company or change of rights and obligations of shareholders specified in the company's charter have the right to
ask the company to buy back its shares. The request must be in writing, clearly stating the name and address of the shareholder, the number of shares of each class, the intended selling price, the reason
ask the company to buy back. The request must be sent to the company within 10 days from the date the General Meeting of Shareholders passes a resolution on regulatory issues.
in this account.
2. The company must repurchase shares at the request of shareholders specified in Clause 1 of this Article at the market price or the price calculated according to the principles specified in the Charter.
company within 90 days from the date of receipt of the request. If the price cannot be reached, the parties may request a valuation organization
pricing. The company introduces at least 03 valuation organizations for shareholders to choose and that selection is the final decision.
Article 133. Redemption of shares under the decision of the company
The Company has the right to redeem no more than 30% of the total number of sold ordinary shares, part or all of the sold dividend preference shares in accordance with the following provisions:
1. The Board of Directors has the right to decide to repurchase no more than 10% of the total number of shares of each type sold within 12 months. In other cases, the repurchase of shares
part decided by the General Meeting of Shareholders;
2. The Board of Directors decides the share repurchase price. For ordinary shares, the redemption price must not be higher than the market price at the time of redemption, unless
accordance with the provisions of Clause 3 of this Article. For shares of other classes, unless otherwise provided for in the company's charter or the company and related shareholders do not agree otherwise.
the repurchase price must not be lower than the market price;
3. The company may redeem shares of each shareholder in proportion to their share ownership ratio in the company according to the following order and procedures:
a) The decision to repurchase shares of the company must be notified by a method that is guaranteed to reach all shareholders within 30 days from the date of the decision.
that resolution is passed. The notice must include the name, address of the head office of the company, the total number of shares and the type of shares to be repurchased, the redemption price or the principle of determination.
redemption price, procedures and payment terms, procedures and deadlines for shareholders to sell their shares to the company;
b) Shareholders who agree to resell shares must send their written consent to sell their shares by a method that is guaranteed to reach the company within 30 days from the date of issue.
notification date. The written consent to sell shares must contain the full name, contact address and number of legal papers of the individual, for individual shareholders; name, business code
or the number of legal papers of the organization, the address of the head office, for shareholders being an organization; number of shares owned and number of shares agreed to sell; payment methods; signature
shareholders or their legal representatives. The Company only repurchases shares within the above time limit.
Article 134. Conditions for payment and handling of redeemed shares
1. The company may only pay the redeemed shares to shareholders as prescribed in Articles 132 and 133 of this Law if immediately after paying all the shares
acquired, the company still guarantees to pay all debts and other property obligations.
2. Shares redeemed according to the provisions of Articles 132 and 133 of this Law shall be considered as unsold shares according to the provisions of Clause 4, Article 112 of this Law.
The company must register to reduce the charter capital corresponding to the total par value of shares repurchased by the company within 10 days from the date of completion of the payment.
payment for share repurchase, unless otherwise provided for by the law on securities.
3. Shares confirming ownership of shares that have been redeemed must be destroyed immediately after the corresponding shares have been fully paid. Chairman of the Board of Directors
and the Director or General Director shall be jointly liable for any damage caused by failure to destroy or delay in destroying the shares.
4. After paying off the redeemed shares, if the total value of assets recorded in the company's accounting books decreases by more than 10%, the company must notify all
all creditors know within 15 days from the date of full payment of redeemed shares.
Article 135. Payment of dividends
1. Dividends paid for preference shares shall be made according to the conditions applicable to each type of preference shares separately.
2. Dividends paid for ordinary shares are determined based on the net profit realized and the dividend payment deducted from the retained earnings of the company.
company. A joint-stock company may only pay dividends of ordinary shares when the following conditions are satisfied:
a) The company has fulfilled its tax obligations and other financial obligations as prescribed by law;
b) Having set aside company funds and offset previous losses in accordance with the law and the company's charter;
c) Immediately after paying all dividends, the company still ensures to pay all due debts and other property obligations.
3. Dividends may be paid in cash, by shares of the company or by other assets specified in the company's charter. If paying in cash, it must be
made in Vietnam Dong and according to the payment methods prescribed by law.
4. Dividends must be paid in full within 06 months from the end of the Annual General Meeting of Shareholders. The Board of Directors makes a list of stocks
Shareholders are entitled to receive dividends, determine the level of dividends to be paid for each share, term and form of payment at the latest 30 days before each dividend payment. Inform about
Dividend payment is sent by secure method to shareholders at the address registered in the register of shareholders no later than 15 days before paying dividends.
ie. The notice must include the following:
a) The name of the company and the address of the head office of the company;
b) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders;
c) Name, enterprise code or number of legal papers of the organization, head office address, for shareholders being organizations;
d) Number of shares of each type of shareholder; the level of dividends for each share and the total number of dividends received by such shareholder;
dd) Time and method of paying dividends;
e) Full name and signature of the Chairman of the Board of Directors and the legal representative of the company.
5. In case a shareholder transfers his/her shares during the period between the end of the list of shareholders and the time of dividend payment, the transferor
The assignee is the recipient of dividends from the company.
6. In case of paying dividends in shares, the company is not required to carry out the procedures for offering shares as prescribed in Articles 123, 124 and 125 of this Law. The company must
register to increase charter capital corresponding to the total par value of shares used to pay dividends within 10 days from the date of completion of dividend payment.
Article 136. Withdrawal of payment for redeemed shares or dividends
In case the payment of redeemed shares is contrary to the provisions of Clause 1, Article 134 of this Law or the payment of dividends is contrary to the provisions of Article 135 of this Law,
shareholders must return to the company the money and other assets received; In case shareholders cannot return to the company, all members of the Board of Directors must
jointly and severally liable for the company's debts and other property obligations to the extent of the amount of money and assets already paid to shareholders that have not yet been repaid.
again.
Article 137. Organization and management structure of joint-stock companies
1. Unless otherwise provided for by the law on securities, a joint-stock company has the right to choose an organization to manage and operate according to one of the following two models:
here:
a) The General Meeting of Shareholders, the Board of Directors, the Supervisory Board and the Director or General Director. In case a joint stock company has less than 11 shareholders and the shareholders are organizations
Organizations owning less than 50% of the total shares of the company are not required to have a Supervisory Board;
b) General Meeting of Shareholders, Board of Directors and Director or General Director. In this case, at least 20% of the members of the Board of Directors must be independent members
establish and have an Audit Committee under the Board of Directors. The organizational structure, functions and duties of the Audit Committee are specified in the company's charter or regulations
activities of the Audit Committee issued by the Board of Directors.
2. In case the company has only one legal representative, the Chairman of the Board of Directors or the Director or General Director shall be the legal representative.
of the company. Unless otherwise provided in the Charter, the Chairman of the Board of Directors is the legal representative of the company. Where the company has more than one
the legal representative, the Chairman of the Board of Directors and the Director or General Director are automatically the legal representative of the company.
Article 138. Rights and obligations of the General Meeting of Shareholders
1. The General Meeting of Shareholders, consisting of all shareholders with voting rights, is the highest decision-making body of a joint-stock company.
2. The General Meeting of Shareholders has the following rights and obligations:
a) Approving the development orientation of the company;
b) Decide on the class of shares and the total number of shares of each class that are entitled to offer for sale; decide the annual dividend rate of each class of shares;
c) Elect, relieve or dismiss members of the Board of Directors and Supervisors;
d) Decide to invest or sell assets valued at 35% or more of the total value of assets recorded in the company's most recent financial statement, unless otherwise specified in the company's charter.
the company stipulates a rate or another value;
dd) Decide to amend and supplement the company's charter;
e) Approving the annual financial statements;
g) Decide to repurchase more than 10% of the total number of shares sold of each class;
h) Consider and handle violations by members of the Board of Directors and Controllers, causing damage to the company and its shareholders;
i) Decide to reorganize or dissolve the company;
k) Decide the budget or the total remuneration, bonus and other benefits for the Board of Directors, the Supervisory Board;
l) Approving internal governance regulations; operating regulations of the Board of Directors, Board of Supervisors;
m) Approving the list of independent auditing companies; decide on an independent audit firm to inspect the company's operations, dismiss the independent auditor
when deemed necessary;
n) Other rights and obligations as prescribed by this Law and the company's charter.
Article 139. General meeting of shareholders
1. The General Meeting of Shareholders holds an annual meeting once a year. In addition to the annual meeting, the General Meeting of Shareholders may hold an extraordinary meeting. General Assembly meeting venue
Shareholders are identified as the place where the chairperson attends the meeting and must be in the territory of Vietnam.
2. The General Meeting of Shareholders must hold an annual meeting within 04 months from the end of the fiscal year. Unless otherwise provided for in the company's charter, the Association
The Board of Directors decides to extend the Annual General Meeting of Shareholders in case of necessity, but not exceeding 06 months from the end of the fiscal year.
3. The Annual General Meeting of Shareholders discusses and approves the following issues:
a) The company's annual business plan;
b) Annual financial statements;
c) Report of the Board of Directors on the management and operation results of the Board of Directors and each member of the Board of Directors;

d) Report of the Supervisory Board on business results of the company, performance results of the Board of Directors, Director or General Director;
dd) Report on self-assessment of operation results of the Supervisory Board and Supervisors;
e) Dividend level for each share of each class;
g) Other matters within its competence.
Article 140. Convening the General Meeting of Shareholders
1. The Board of Directors convenes the Annual and Extraordinary General Meeting of Shareholders. The Board of Directors convenes an extraordinary meeting of the General Meeting of Shareholders in the school
the following case:
a) The Board of Directors considers it necessary for the benefit of the company;
b) The number of remaining members of the Board of Directors and Control Board is less than the minimum number of members as prescribed by law;
c) At the request of a shareholder or group of shareholders specified in Clause 2, Article 115 of this Law;
d) At the request of the Control Board;
dd) Other cases as prescribed by law and the company's charter.
2. Unless otherwise provided for in the company's charter, the Board of Directors must convene a meeting of the General Meeting of Shareholders within 30 days from the date of the incident.
specified at Point b, Clause 1 of this Article, or receive a request to convene a meeting specified at Points c and d, Clause 1 of this Article. Where the Board of Directors does not
If the General Meeting of Shareholders is convened as prescribed, the Chairman of the Board of Directors and members of the Board of Directors must compensate for any damage incurred to the company.
3. In case the Board of Directors fails to convene the General Meeting of Shareholders as prescribed in Clause 2 of this Article, within the next 30 days, the Supervisory Board shall
replace the Board of Directors to convene the General Meeting of Shareholders in accordance with this Law. In case the Supervisory Board does not convene the General Meeting of Shareholders
According to regulations, the Supervisory Board must compensate the company for any damage.
4. If the Supervisory Board fails to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders as prescribed in Clause 3 of this Article shall
2 Article 115 of this Law has the right to represent the company to convene the General Meeting of Shareholders in accordance with this Law.
5. The convenor of the General Meeting of Shareholders must perform the following tasks:
a) Make a list of shareholders entitled to attend the meeting;
b) Provide information and settle complaints related to the list of shareholders;
c) Prepare the agenda and contents of the meeting;
d) Prepare documents for the meeting;
dd) Draft resolution of the General Meeting of Shareholders according to the proposed content of the meeting; list and details of candidates in case of election
members of the Board of Directors, Supervisors;
e) Determine the time and place of the meeting;
g) Send notice of meeting invitation to each shareholder entitled to attend the meeting in accordance with this Law;
h) Other work in service of the meeting.
6. The expenses for convening and conducting the General Meeting of Shareholders as prescribed in Clauses 2, 3 and 4 of this Article will be reimbursed by the company.
Article 141. List of shareholders entitled to attend the General Meeting of Shareholders
1. The list of shareholders entitled to attend the General Meeting of Shareholders is made based on the register of shareholders of the company. List of shareholders entitled to attend the General Meeting
The shareholders' meeting shall be made no later than 10 days before the date of sending the invitation to the General Meeting of Shareholders, if the company's charter does not provide for a shorter time limit.
2. The list of shareholders entitled to attend the General Meeting of Shareholders must contain the full name, contact address, nationality, number of legal papers of the individual, for individual shareholders;
name, enterprise code or number of legal papers of the organization, head office address, for shareholders being organizations; number of shares of each class, number and date of registration of shares
of each shareholder.
3. Shareholders have the right to check, look up, extract and copy names and contact addresses of shareholders in the list of shareholders entitled to attend the General Meeting of Shareholders; to love
request to amend false information or supplement necessary information about themselves in the list of shareholders entitled to attend the General Meeting of Shareholders. Company manager
must promptly provide information in the register of shareholders, amend and supplement false information at the request of shareholders; responsible for compensation for damage
arising due to failure to provide or to provide inaccurate or untimely information on the shareholder register as requested. Order and procedures for requesting information
in the register of shareholders comply with the provisions of the company's charter.
Article 142. Agenda and contents of the General Meeting of Shareholders
1. The convenor of the General Meeting of Shareholders must prepare the agenda and contents of the meeting.
2. Shareholders or groups of shareholders specified in Clause 2, Article 115 of this Law have the right to propose matters to be included in the agenda of the General Meeting of Shareholders. Request
must be in writing and sent to the company at least 03 working days before the opening date, unless otherwise provided for in the company's charter. Ants
The proposal must clearly state the name of the shareholder, the number of shares of each type of the shareholder, and the issues proposed to be included in the meeting agenda.
3. In case the convenor of the General Meeting of Shareholders rejects the petition specified in Clause 2 of this Article, at least 02 working days before the opening date.
The meeting of the General Meeting of Shareholders must reply in writing and clearly state the reason. The convenor of the General Meeting of Shareholders may refuse a petition only if it belongs to one of the
the following cases:
a) The petition is sent in contravention of Clause 2 of this Article;
b) The proposed issue does not fall under the decision-making authority of the General Meeting of Shareholders;
c) Other cases as prescribed in the company's charter.
4. The convenor of the General Meeting of Shareholders must accept and include the recommendations specified in Clause 2 of this Article in the proposed agenda and contents of the meeting, except
the case specified in Clause 3 of this Article; Proposals are officially added to the agenda and contents of the meeting if approved by the General Meeting of Shareholders.
Article 143. Invitation to the General Meeting of Shareholders
1. The convenor of the General Meeting of Shareholders must send a notice of invitation to all shareholders in the list of shareholders entitled to attend the meeting no later than 21 days in advance.
opening date if the company's charter does not provide for a longer time limit. The notice of meeting invitation must contain the name, address of the head office and enterprise code; name, contact address
of shareholders, the time and place of the meeting and other requirements for the attendees.
2. The notice of meeting invitation shall be sent by a method to ensure it reaches the contact address of the shareholder and posted on the website of the company; case
If the company deems it necessary, it shall publish it in the central or local daily newspapers according to the provisions of the company's charter.
3. The notice of meeting invitation must be enclosed with the following documents:
a) Meeting agenda, documents used in the meeting and draft resolution for each issue in the meeting agenda;
b) Voting card.
4. In case the company has a website, the sending of meeting documents together with the notice of meeting invitation specified in Clause 3 of this Article can be replaced by posting
on the company's website. In this case, the notice of meeting invitation must clearly state where and how to download documents.
Article 144. Exercising the right to attend the General Meeting of Shareholders
1. Shareholders, authorized representatives of shareholders being organizations may directly attend the meeting, authorizing in writing one or several other individuals and organizations
attend the meeting or attend the meeting through one of the forms specified in Clause 3 of this Article.
2. The authorization for individuals or organizations to represent to attend the General Meeting of Shareholders must be made in writing. Power of attorney is made in accordance with the law on
and must clearly state the name of the authorized individual, organization and the number of authorized shares. Authorized individuals and organizations to attend the General Meeting of Shareholders
must present a written authorization when registering to attend the meeting before entering the meeting room.
3. Shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:
a) Attend and vote directly at the meeting;
b) Authorize other individuals and organizations to attend and vote at the meeting;
c) Attend and vote through online conferences, electronic voting or other electronic forms;
d) Send votes to the meeting by mail, fax, email;
dd) Send the vote by other means as prescribed in the company's charter.
Article 145. Conditions for conducting the General Meeting of Shareholders
1. The General Meeting of Shareholders shall be conducted when the number of shareholders attending the meeting represents more than 50% of the total number of votes; The specific ratio shall be prescribed by the company's charter.
2. In case the first meeting does not meet the conditions prescribed in Clause 1 of this Article, the notice inviting the second meeting must be sent within the time limit prescribed in Clause 1 of this Article.
within 30 days from the intended date of the first meeting, unless otherwise provided for in the company's charter. The second General Meeting of Shareholders shall be conducted when there are number of shares
attending the meeting represent 33% of the total number of votes or more; The specific ratio shall be prescribed by the company's charter.
3. In case the second meeting does not meet the conditions prescribed in Clause 2 of this Article, the notice of invitation to the third meeting must be sent within the time limit.
20 days from the intended date of the second meeting, unless otherwise provided for in the company's charter. The third General Meeting of Shareholders was conducted regardless of the
in the total number of votes of shareholders attending the meeting.
4. Only the General Meeting of Shareholders has the right to decide to change the meeting agenda sent with the notice of meeting invitation in accordance with Article 142 of the Law.
this.
Article 146. Procedures for conducting meetings and voting at the General Meeting of Shareholders
Unless otherwise provided for in the company's charter, the meeting and voting procedures at the General Meeting of Shareholders shall be conducted as follows:
1. Before opening the meeting, registration of shareholders to attend the General Meeting of Shareholders must be carried out;
2. The election of the chairperson, secretary and vote counting committee is regulated as follows:
a) The Chairman of the Board of Directors shall act as the chairman or authorize another member of the Board of Directors to chair the General Meeting of Shareholders held by the Board of Directors.
summon; in case the Chairman is absent or temporarily incapacitated, the remaining members of the Board of Directors shall elect one of them to act as chairman.
meeting by majority rule; In case of failure to elect a chairperson, the Head of the Executive Control Board shall let the General Meeting of Shareholders elect a chairman of the meeting
meeting and the person with the highest number of votes shall chair the meeting;
b) Except for the case specified at Point a of this Clause, the person signing the summons to convene the General Meeting of Shareholders shall administer for the General Meeting of Shareholders to elect the chairman of the meeting and
the person with the highest number of votes shall chair the meeting;
c) The chairperson appoints one or several people to act as secretary of the meeting;
d) The General Meeting of Shareholders elects one or several people to the vote counting committee at the request of the chairperson of the meeting;
3. The agenda and contents of the meeting must be approved by the General Meeting of Shareholders in the opening session. The program must determine the time for each problem in the
meeting agenda;
4. The chairperson has the right to take necessary and reasonable measures to conduct the meeting in an orderly manner, in accordance with the approved agenda and to respond to the meeting.
reflect the wishes of the majority of participants;
5. The General Meeting of Shareholders discusses and votes on each issue in the agenda. Voting is conducted by vote in favor, no
agree and disagree. The results of the vote counting shall be announced by the chairperson right before the closing of the meeting, unless otherwise provided for in the company's charter;
6. Shareholders or authorized persons who arrive after the meeting has opened are still registered and have the right to participate in voting right after registration; in
In this case, the effect of the previously voted contents will not change;
7. The person convening the meeting or chairing the meeting of the General Meeting of Shareholders has the following rights:
a) Require all attendees to be subject to inspection or other lawful and reasonable security measures;
b) Request the competent authority to maintain order of the meeting; expel those who do not comply with the chairman's executive authority, intentionally disrupt order, obstruct progress
normal development of the meeting or failure to comply with the requirements of security checks out of the General Meeting of Shareholders;
8. The chairperson has the right to postpone a meeting of the General Meeting of Shareholders with a sufficient number of people registered to attend the meeting, no more than 03 working days from the date the meeting is intended to open.
and may only postpone the meeting or change the meeting place in the following cases:
a) The meeting place does not have enough convenient seats for all participants;
b) The media at the meeting place is not guaranteed for shareholders attending the meeting to participate, discuss and vote;
c) A meeting attendee obstructs, disrupts order, and threatens to prevent the meeting from being conducted in a fair and lawful manner;
9. In case the chairman postpones or suspends the General Meeting of Shareholders contrary to the provisions of Clause 8 of this Article, the General Meeting of Shareholders shall elect another person from among the
meeting participants to replace the chairperson to run the meeting until the end; All resolutions passed at that meeting shall come into force.
Article 147. Form of passing resolutions of the General Meeting of Shareholders
1. The General Meeting of Shareholders shall pass resolutions within its competence by voting at the meeting or collecting written opinions.
2. Unless otherwise provided for in the company's charter, resolutions of the General Meeting of Shareholders on the following issues must be passed by voting:
at the General Meeting of Shareholders:
a) Amending and supplementing contents of the company's charter;
b) Development orientation of the company;
c) Types of shares and total number of shares of each class;
d) Electing, dismissing and removing members of the Board of Directors and the Supervisory Board;
dd) Decide to invest or sell assets valued at 35% or more of the total value of assets recorded in the company's latest financial statement, except for the case in which the company's Charter
the company prescribes a rate or other value;
e) Approving the annual financial statements;
g) Reorganization and dissolution of the company.
Article 148. Conditions for a resolution of the General Meeting of Shareholders to be passed
1. A resolution on the following contents shall be adopted if it is approved by the number of shareholders representing 65% of the total votes or more of all attending shareholders, except
the cases specified in Clauses 3, 4 and 6 of this Article; The specific ratio is prescribed by the company's charter:
a) Types of shares and total number of shares of each class;
b) Change in industry, profession and business field;
c) Changing the organizational and management structure of the company;
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to invest or sell assets valued at 35% or more of the total value of assets recorded in the company's most recent financial statement, unless otherwise stated in the company's charter.

specify a rate or other value;
d) Reorganization or dissolution of the company;
e) Other matters prescribed by the company's charter.
2. Resolutions are passed when approved by the number of shareholders holding more than 50% of the total votes of all attending shareholders, except for the case specified in Clause 1 of this Article.
Clauses 1, 3, 4 and 6 of this Article; The specific ratio shall be prescribed by the company's charter.
3. Unless otherwise provided for in the company's charter, the voting for members of the Board of Directors and Supervisory Board must be done by cumulative voting method.
votes, whereby each shareholder has a total number of votes corresponding to the total number of shares owned multiplied by the number of elected members of the Board of Directors or the Board of Directors.
controlling and shareholders have the right to pool all or part of their total votes for one or several candidates. The person elected to be a member of the Board of Directors
or Supervisors are determined by the number of votes from high to low, starting from the candidate with the highest number of votes until the specified number of members is reached.
specified in the company's charter. In case there are 02 or more candidates reaching the same number of votes for the last member of the Board of Directors or the Supervisory Board.
shall conduct re-election among the candidates with equal number of votes or selected according to the criteria specified in the election regulations or the company's charter.
4. In case a resolution is passed in the form of collecting written opinions, the resolution of the General Meeting of Shareholders will be passed if it is owned by more than one shareholder.
50% of the total votes of all shareholders having the right to vote in favor; The specific ratio shall be prescribed by the company's charter.
5. Resolutions of the General Meeting of Shareholders must be notified to shareholders entitled to attend the General Meeting of Shareholders within 15 days from the date of adoption; school
In case the company has a website, submitting the resolution can be replaced by posting it on the website of the company.
6. A resolution of the General Meeting of Shareholders on the content that adversely changes the rights and obligations of the shareholder owning preferred shares may only be passed if the number of shares is approved.
preferred shareholders of the same type attending the meeting owning 75% or more of the total number of preferred shares of that class or approved by preferred shareholders of the same class owning 75% of the total number of preferred shares of the same class.
Parts of preference of that type or more are approved in case of passing a resolution in the form of collecting opinions in writing.
Article 149. Authority and procedures for collecting written opinions of shareholders to pass resolutions of the General Meeting of Shareholders
Unless otherwise provided in the company's charter, the authority and procedures for collecting written opinions of shareholders to pass a resolution of the General Meeting of Shareholders
shall be performed according to the following provisions:
1. The Board of Directors has the right to collect opinions of shareholders in writing to pass a resolution of the General Meeting of Shareholders when it deems it necessary for the benefit of the company, except for the following cases:
in accordance with the provisions of Clause 2, Article 147 of this Law;
2. The Board of Directors prepares the opinion form, the draft resolution of the General Meeting of Shareholders, the documents explaining the draft resolution and sends it to all entitled shareholders.
voting no later than 10 days before the time limit for returning the opinion form, if the company's charter does not provide for another longer time limit. Making a list of shareholders
Sending opinion forms must comply with Clauses 1 and 2, Article 141 of this Law. Requirements and how to send the opinion form and attached documents
according to the provisions of Article 143 of this Law;
3. The opinion form must include the following main contents:
a) Name, head office address, enterprise code number;
b) Purpose of collecting opinions;
c) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, business number or legal document number of the organization, address
indicate the head office for an organization shareholder or the full name, contact address, nationality, number of legal papers of an individual, for the representative of an organization shareholder; amount
shares of each type and number of votes of shareholders;
d) Matters needing opinions for approval;
d) Voting options include agreeing, disagreeing and abstaining;
e) The time limit for sending the answered opinion form to the company;
g) Full name and signature of the Chairman of the Board of Directors;
4. Shareholders may send their answered opinion forms to the company by mail, fax or email according to the following regulations:
a) In case of sending a letter, the answered opinion form must be signed by individual shareholder, authorized representative or legal representative;
shareholder law is an organization. The opinion form sent to the company must be enclosed in a sealed envelope and no one is allowed to open it before counting the votes;
b) In case of sending by fax or email, the opinion form sent to the company must be kept confidential until the time of counting of votes;
c) The opinion forms are sent to the company after the time limit specified in the content of the opinion form or have been opened in the case of mailing and disclosed in the case of
send fax, e-mail is not valid. Opinion ballots that are not sent back shall be considered as non-voting ballots;
5. The Board of Directors shall organize the counting of votes and make minutes of vote counting under the witness and supervision of the Supervisory Board or of shareholders who do not hold positions
company management. The vote counting minutes must include the following main contents:
a) Name, head office address, enterprise code number;
b) Purpose and issues to be consulted in order to pass the resolution;
c) Number of shareholders with the total number of votes that participated in the vote, in which the number of valid and invalid votes is distinguished and the method of voting.
the method of sending the voting slip, enclosed with the appendix of the list of shareholders participating in the voting;
d) Total number of votes for, against and abstention for each issue;
dd) The issue has been passed and the corresponding percentage of votes passed;
e) Full name and signature of the Chairman of the Board of Directors, the vote counting supervisor and the vote counting person.
The members of the Board of Directors, the vote-counting person and the vote-counting supervisor must be jointly responsible for the truthfulness and accuracy of the audit minutes.
promissory note; jointly responsible for damages arising from decisions passed due to dishonest and inaccurate counting of votes;
6. The vote counting minutes and resolutions must be sent to the shareholders within 15 days from the date of completion of the vote counting. In case the company has a website
electronically, sending the vote counting minutes and resolutions can be replaced by posting on the company's website;
7. Answered opinion forms, votes counting minutes, approved resolutions and relevant documents enclosed with the opinion forms shall be kept at the head office.
the company's main;
8. Resolutions passed in the form of collecting written opinions of shareholders have the same validity as resolutions passed at the General Meeting of Shareholders.
Article 150. Minutes of the General Meeting of Shareholders
1. The meeting of the General Meeting of Shareholders must be recorded in minutes and may be recorded or recorded and kept in other electronic forms. Minutes must be made in Vietnamese, yes
may be added in a foreign language and must include the following principal contents:
a) Name, head office address, enterprise code number;
b) Time and place of the General Meeting of Shareholders;
c) Meeting agenda and contents;
d) Full name of the chairperson and secretary;
dd) Summary of the meeting progress and opinions expressed at the General Meeting of Shareholders on each issue in the agenda of the meeting;
e) Number of shareholders and total number of votes of shareholders attending the meeting, annex to the list of registered shareholders and representatives of shareholders attending the meeting with the number of shares and number of votes
corresponding;
g) Total number of votes for each voting issue, clearly stating the voting method, total number of valid, invalid, agreeing and disagreeing votes.
yes and no opinion; the corresponding ratio on the total number of votes of shareholders attending the meeting;
h) The issues passed and the corresponding percentage of votes cast;
i) Full name and signature of the chairperson and secretary.
In case the chairperson or secretary refuses to sign the meeting minutes, this minutes will take effect if it is signed by all other members of the Board of Directors attending the meeting and full of documents.
enough contents as prescribed in this Clause. The meeting minutes clearly state the refusal of the chairperson and secretary to sign the minutes of the meeting.
2. Minutes of the General Meeting of Shareholders must be completed and approved before the end of the meeting.
3. The chairperson and secretary of the meeting or another person signing the minutes of the meeting must be jointly responsible for the truthfulness and accuracy of the minutes' contents.
4. Minutes made in Vietnamese and foreign languages ​have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and the written version,
in a foreign language, the contents of the minutes in Vietnamese shall prevail.
5. Minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the end of the meeting; the submission of the vote counting minutes can
instead of posting it on the company's website.
6. Minutes of the General Meeting of Shareholders, the appendix to the list of shareholders registered to attend the meeting, the approved resolution and relevant documents enclosed with the notice
Meeting invitations must be kept at the company's head office.
Article 151. Request for annulment of a resolution of the General Meeting of Shareholders
Within 90 days from the date of receipt of the resolution or minutes of the General Meeting of Shareholders or the minutes of vote counting results to collect opinions of the General Meeting of Shareholders.
Shareholders, shareholders or groups of shareholders specified in Clause 2, Article 115 of this Law have the right to request a Court or Arbitrator to consider and annul a resolution or part of its content.
resolution of the General Meeting of Shareholders in the following cases:
1. The order and procedures for convening a meeting and making a decision of the General Meeting of Shareholders seriously violate the provisions of this Law and the company's charter, except for cases specified in Clause 1 of this Article.
in Clause 2, Article 152 of this Law;
2. The content of the resolution violates the law or the company's charter.
Article 152. Effect of resolutions of the General Meeting of Shareholders
1. A resolution of the General Meeting of Shareholders takes effect from the date of its adoption or from the effective date stated in that resolution.
2. Resolutions of the General Meeting of Shareholders passed by 100% of the total number of voting shares are legal and effective even if the order and procedures for convening
meeting and passing such resolution violates the provisions of this Law and the company's charter.
3. In case a shareholder or group of shareholders requests the Court or Arbitrator to annul the resolution of the General Meeting of Shareholders as prescribed in Article 151 of this Law, the resolution of the General Meeting of Shareholders shall be annulled.
Such award shall remain in force until the Court's decision to annul such resolution or arbitration takes effect, except for the application of provisional urgent measures.
according to the decision of the competent authority.
Article 153. Board of Directors
1. The Board of Directors is the management agency of the company, has full power on behalf of the company to decide and exercise the rights and obligations of the company, except for the rights and obligations of the company.
matters under the authority of the General Meeting of Shareholders.
2. The Board of Directors has the following rights and obligations:
a) To decide on the strategy, medium-term development plan and annual business plan of the company;
b) Propose types of shares and total number of shares to be offered for sale of each class;
c) Decide to sell unsold shares within the number of shares authorized to be offered for sale of each class; decide to raise additional capital in other forms;
d) Decide the selling price of shares and bonds of the company;
dd) Decide to repurchase shares as prescribed in Clauses 1 and 2, Article 133 of this Law;
e) To decide on investment plans and investment projects within its competence and within the limits prescribed by law;
g) Decide on solutions for market development, marketing and technology;
h) Approving purchase, sale, borrowing, lending and other contracts and transactions valued at 35% or more of the total asset value recorded in the most recent financial statement
of the company, unless the company's charter stipulates a different ratio or value, and the contract or transaction falls under the decision-making authority of the General Meeting of Shareholders according to the provisions of the General Meeting of Shareholders.
specified at Point d, Clause 2, Article 138, Clauses 1 and 3, Article 167 of this Law;
i) Elect, relieve and remove the Chairman of the Board of Directors; appoint, dismiss, sign contracts, terminate contracts with the Director or General Director and
other important managers prescribed by the company's charter; decide on the salary, remuneration, bonus and other benefits of such managers; appoint a representative
by authorization to participate in the Members' Council or the General Meeting of Shareholders in another company, to decide on the remuneration and other benefits of such persons;
k) Supervising and directing the Director or General Director and other managers in running the day-to-day business of the company;
l) Decide on the organizational structure, internal management regulations of the company, decide on the establishment of subsidiaries, branches, representative offices and capital contribution, purchase of shares.
of another enterprise;
m) Approve the agenda, content of documents in service of the General Meeting of Shareholders, convene the General Meeting of Shareholders or collect opinions for approval by the General Meeting of Shareholders.
Resolution;
n) Submit annual financial statements to the General Meeting of Shareholders;
o) Proposing the level of dividends to be paid; decide on the time limit and procedures for paying dividends or dealing with losses arising in the course of business;
p) Proposing the reorganization or dissolution of the company; request for bankruptcy of the company;
q) Other rights and obligations as prescribed by this Law and the company's charter.
3. The Board of Directors shall adopt resolutions, make decisions by voting at the meeting, collect opinions in writing or in other forms prescribed by the company's charter. Every
members of the Board of Directors have one vote.
4. In case the resolution or decision passed by the Board of Directors is contrary to the provisions of law, the resolution of the General Meeting of Shareholders or the company's charter, causing damage
for the company, the members who agree to pass a resolution, that decision must be jointly and personally responsible for that resolution and decision and must pay compensation.
compensate the company for damage; Members who object to the adoption of the above resolution are exempt from liability. In this case, shareholders of the company have the right to
request the Court to suspend the implementation or annul the aforesaid resolutions or decisions.

Article 154. Term and number of members of the Board of Directors
1. The Board of Directors has from 03 to 11 members. The company's charter specifies the number of members of the Board of Directors.
2. The term of office of a member of the Board of Directors shall not exceed 5 years and may be re-elected for an unlimited number of terms. An individual is only elected as a member
Independent Board of Directors of a company not exceeding 02 consecutive terms.
3. In case all members of the Board of Directors end their terms at the same time, those members will continue to be members of the Board of Directors until there is a new member of the Board of Directors.
newly elected to replace and take over the work, unless otherwise provided for in the company's charter.
4. The company's charter specifies the number, rights, obligations, and methods of organizing and coordinating activities of independent members of the Board of Directors.
Article 155. Organizational structure, criteria and conditions for membership of the Board of Directors
1. A member of the Board of Directors must meet the following criteria and conditions:
a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;
b) Having professional qualifications and experience in business administration or in the company's fields, industries and business lines and not necessarily being a shareholder of the company.
company, unless otherwise provided for in the company's charter;
c) A member of the Board of Directors of a company may concurrently be a member of the Board of Directors of another company;
d) For state-owned enterprises specified at Point b, Clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises as prescribed in Clause 1,
Article 88 of this Law, members of the Board of Directors must not be family members of the director, general director and other managers of the company;
of the manager, who has the authority to appoint the manager of the parent company.
2. Unless otherwise provided for by the securities law, an independent member of the Board of Directors specified at Point b, Clause 1, Article 137 of this Law must
have the following criteria and conditions:
a) Not being a person working for the company, its parent company or its subsidiary; is not a person who has worked for the company, parent company or
subsidiaries of the company for at least 03 consecutive years;
b) Not being a person who is receiving salary or remuneration from the company, except for allowances that members of the Board of Directors are entitled to as prescribed;
c) Not being a person whose spouse, natural father, adoptive father, natural mother, adoptive mother, biological child, adopted child, biological brother, biological sister or younger brother is a major shareholder of the company; be a manager
of the company or its subsidiaries;
d) Not being a person who directly or indirectly owns at least 01% of the total number of voting shares of the company;
dd) Not being a person who used to be a member of the Board of Directors or Supervisory Board of the company for at least the previous 5 years, except for the case of being appointed on a joint basis.
continue for 2 terms.
3. Independent members of the Board of Directors must notify the Board of Directors that they no longer fully meet the standards and conditions specified in Clause 2 of this Article.
and naturally cease to be an independent member of the Board of Directors from the date of failure to meet the criteria and conditions. The Board of Directors must notify
In case the independent member of the Board of Directors no longer fully meets the criteria and conditions at the nearest General Meeting of Shareholders or convenes a meeting
The General Meeting of Shareholders to elect additional or replace independent members of the Board of Directors within 06 months from the date of receipt of the member's notice.
Independently the relevant Board of Directors.
Article 156. Chairman of the Board of Directors
1. The Chairman of the Board of Directors shall be elected, relieved of duty or dismissed by the Board of Directors from among the members of the Board of Directors.
2. The chairman of the Board of Directors of a public company and a joint-stock company specified at Point b, Clause 1, Article 88 of this Law must not concurrently be the Director or General Director.
governor.
3. The Chairman of the Board of Directors has the following rights and obligations:
a) Formulate program and plan of activities of the Board of Directors;
b) Prepare agenda, contents and documents for the meeting; convene, preside over and act as chairman of the Board of Directors meetings;
c) Organize the adoption of resolutions and decisions of the Board of Directors;
d) Supervising the implementation of resolutions and decisions of the Board of Directors;
d) Chairperson of the General Meeting of Shareholders;
e) Other rights and obligations as prescribed by this Law and the company's charter.
4. In case the Chairman of the Board of Directors is absent or unable to perform his/her duties, he/she must authorize in writing another member
exercise the rights and obligations of the Chairman of the Board of Directors according to the principles specified in the company's charter. In case there is no authorized person or Owner
Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative handling measures at compulsory detoxification establishments, establishments
compulsory education, fleeing from place of residence, restricted or incapacitated civil acts, having difficulties in cognition or behavior control, prohibited by the Court
position, prohibited from practicing certain professions or doing certain jobs, the remaining members shall elect one of the members to hold the position of Chairman of the Board of Directors according to the provisions of law.
the principle that the majority of the remaining members agree until a new decision of the Board of Directors is issued.
5. When deeming it necessary, the Board of Directors shall decide to appoint the company secretary. The company secretary has the following rights and obligations:
a) Assist in convening the General Meeting of Shareholders and the Board of Directors; record meeting minutes;
b) Assist members of the Board of Directors in exercising their assigned rights and obligations;
c) Assist the Board of Directors in applying and implementing corporate governance principles;
d) Supporting the company in building shareholder relations and protecting the legitimate rights and interests of shareholders; compliance with the obligation to provide information, to make it public
information and administrative procedures;
dd) Other rights and obligations as prescribed in the company's charter.
Article 157. Meetings of the Board of Directors
1. The Chairman of the Board of Directors is elected at the first meeting of the Board of Directors within 07 working days from the end of the election of the Board of Directors.
there. This meeting is convened and chaired by the member with the highest number of votes or the highest percentage of votes. In case there is more than one member with the number of votes
the highest and equal number of votes, the members elect according to the principle of majority to choose one of them to convene a meeting of the Board of Directors.
2. The Board of Directors meets at least once a quarter and may hold extraordinary meetings.
3. The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:
a) At the request of the Control Board or an independent member of the Board of Directors;
b) At the request of the Director or General Director or at least 5 other managers;
c) At the request of at least 02 members of the Board of Directors;
d) Other cases prescribed by the company's charter.
4. The proposal specified in Clause 3 of this Article must be made in writing, clearly stating the purposes, issues to be discussed and decisions within the competence of the Association.
board of directors.
5. The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receipt of the request specified in Clause 3 of this Article.
In case of failure to convene a meeting of the Board of Directors at the request, the Chairman of the Board of Directors shall be responsible for any damage caused to the company; people
propose to have the right to replace the Chairman of the Board of Directors to convene a meeting of the Board of Directors.
6. The Chairman of the Board of Directors or the person convening the meeting of the Board of Directors must send a notice of invitation to the meeting at least 03 working days before the date of the meeting if the Charter
The company has no other provisions. The notice of meeting invitation must specify the time and place of the meeting, the agenda, the issues to be discussed and decided. Attach
The notice of meeting invitation must contain documents used at the meeting and vote of members.
Notice of invitation to the meeting of the Board of Directors may be sent by invitation, phone, fax, electronic means or other methods prescribed and guaranteed by the company's charter.
ensure to reach the contact address of each member of the Board of Directors registered at the company.
7. The Chairman of the Board of Directors or the convenor shall send the meeting invitation and accompanying documents to the Controllers like members of the Board of Directors.
treat.
Controllers have the right to attend meetings of the Board of Directors; have the right to discuss but not vote.
8. A meeting of the Board of Directors is conducted when three-quarters of the total number of members attend the meeting. In case the meeting is convened in accordance with the provisions of Clause
If this meeting does not have enough members to attend the meeting as prescribed, it shall be convened for a second time within 07 days from the intended date of the first meeting, unless otherwise specified in the Charter.
The company stipulates another shorter term. In this case, the meeting will be conducted if more than half of the members of the Board of Directors attend the meeting.
9. A member of the Board of Directors is considered to attend and vote at the meeting in the following cases:
a) Attend and vote directly at the meeting;
b) Authorize another person to attend the meeting and vote as prescribed in Clause 11 of this Article;
c) Attend and vote through online conferences, electronic voting or other electronic forms;
d) Send votes to the meeting by mail, fax, email;
dd) Send the vote by other means as prescribed in the company's charter.
10. In case of sending the ballot to the meeting by mail, the ballot must be enclosed in a sealed envelope and must be delivered to the Chairman of the Council.
administration at least 01 hour before the opening. Voting cards may be opened only in the presence of all attendees.
11. Members must attend all meetings of the Board of Directors. A member may authorize another person to attend the meeting and vote if it is approved by a majority of the members
Board of Directors approved.
12. Unless the company's charter stipulates a higher ratio, resolutions and decisions of the Board of Directors shall be adopted if the majority of members attend the meeting.
approved; In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Board of Directors.
Article 158. Minutes of meetings of the Board of Directors
1. Meetings of the Board of Directors must be recorded in minutes and may be recorded, recorded and stored in other electronic forms. Minutes must be made in Vietnamese and may
added in a foreign language, including the following principal contents:
a) Name, head office address, enterprise code number;
b) Time and place of the meeting;
c) Purpose, agenda and contents of the meeting;
d) Full name of each member attending the meeting or the person authorized to attend the meeting and how to attend the meeting; full names of members not attending the meeting and reasons;
dd) Issues discussed and voted on at the meeting;
e) Summarize the statements of opinions of each member attending the meeting according to the order of developments of the meeting;
g) Voting results, clearly stating the members agreeing, disagreeing and abstaining;
h) The issue has been passed and the proportion of votes passed;
i) Full name and signature of the chairperson and the person recording the minutes, except for the case specified in Clause 2 of this Article.
2. In case the chairperson or minutes taker refuses to sign the meeting minutes, if all other members of the Board of Directors attend the meeting to sign and have all the contents of the meeting,
accordance with the provisions at Points a, b, c, d, dd, e, g and h, Clause 1 of this Article, this record shall take effect.
3. The chairperson, the person recording the minutes and the people signing the minutes must be responsible for the truthfulness and accuracy of the contents of the minutes of the meeting of the Council.
administration.
4. The meeting minutes of the Board of Directors and documents used in the meeting must be kept at the head office of the company.
5. Minutes made in Vietnamese and in a foreign language have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and
in a foreign language, the contents of the minutes in Vietnamese shall prevail.
Article 159. The right to provide information of members of the Board of Directors
1. A member of the Board of Directors has the right to request the director, deputy director or general director, deputy general director or other managers in the company to provide
information and documents on the financial position and business activities of the company and its units.
2. Managers are required to provide timely, complete and accurate information and documents at the request of members of the Board of Directors. The order and procedures of love
request and provide information as prescribed by the company's charter.
Article 160. Dismissal, dismissal, replacement and addition of members of the Board of Directors
1. The General Meeting of Shareholders dismisses a member of the Board of Directors in the following cases:
a) Failing to meet the criteria and conditions prescribed in Article 155 of this Law;
b) The resignation is accepted and accepted;
c) Other cases specified in the company's charter.
2. The General Meeting of Shareholders dismisses a member of the Board of Directors in the following cases:
a) Failing to participate in activities of the Board of Directors for 6 consecutive months, except in case of force majeure;
b) Other cases specified in the company's charter.
3. When deeming it necessary, the General Meeting of Shareholders shall decide to replace the members of the Board of Directors; dismissal or dismissal of members of the Board of Directors outside the school
accordance with the provisions of Clauses 1 and 2 of this Article.
4. The Board of Directors must convene a General Meeting of Shareholders to elect additional members of the Board of Directors in the following cases:
a) The number of members of the Board of Directors is reduced by more than one third compared to the number specified in the company's charter. In this case, the Board of Directors must convene a General Meeting
shareholders' council within 60 days from the date on which the number of members is reduced by more than one third;
b) The number of independent members of the Board of Directors is reduced, not ensuring the ratio specified at Point b, Clause 1, Article 137 of this Law;
c) Except for the cases specified at Points a and b of this Clause, the General Meeting of Shareholders shall elect a new member to replace the member of the Board of Directors who has been dismissed or dismissed.
at the most recent meeting.
Article 161. Audit Committee
1. Audit Committee is a specialized agency under the Board of Directors. The audit committee has 2 or more members. The Chairman of the Audit Committee must be a member
Independent Board of Directors. Other members of the Audit Committee must be non-executive members of the Board of Directors.
2. The audit committee adopts the decision by voting at the meeting, collecting opinions in writing or in other forms prescribed by the company's charter or operating regulations
regulated by the audit committee. Each member of the Audit Committee has one vote. Except for the case of the company's charter or the operation regulations of the Audit Committee
there is another higher ratio prescribed, the decision of the Audit Committee shall be adopted if it is approved by the majority of the attending members; case of equal number of votes phiếu
the final decision belongs to the opinion of the Chairman of the Audit Committee.
3. The audit committee has the following rights and obligations:
a) Monitor the truthfulness of the company's financial statements and make official disclosures related to the company's financial results;
b) Review of internal control and risk management systems;
c) Review transactions with related persons under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on those transactions.
The translation requires approval of the Board of Directors or the General Meeting of Shareholders;
d) Supervising the company's internal audit department;
dd) Proposing the independent audit firm, the remuneration level and related terms in the contract with the auditing firm for approval by the Board of Directors before submitting to the Board of Directors.
to the Annual General Meeting of Shareholders for approval;
e) Monitoring and evaluating the independence and objectivity of the audit firm and the effectiveness of the audit process, especially in the case of the company using other services.
non-audit service of the auditor;
g) Monitoring to ensure that the company complies with the provisions of the law, the requirements of the management agency and other internal regulations of the company.
Article 162. Director, General Director of the company
1. The Board of Directors appoints one member of the Board of Directors or hires another person to act as the Director or General Director.
2. The director or general director is the person who runs the company's day-to-day business; under the supervision of the Board of Directors; take responsible for
Board of Directors and before the law on the exercise of assigned rights and obligations.
The term of the Director or General Director shall not exceed 5 years and may be re-appointed for an unlimited number of terms.
3. The director or general director has the following rights and obligations:
a) Decide issues related to the daily business of the company that are not under the authority of the Board of Directors;
b) Organize the implementation of resolutions and decisions of the Board of Directors;
c) Organize the implementation of the company's business plan and investment plan;
d) Proposing the organizational structure plan, internal management regulations of the company;
d) Appointment, relief from duty or dismissal of managerial positions in the company, except for those under the authority of the Board of Directors;
e) Decide salary and other benefits for employees in the company, including managers under the appointment authority of the Director or General Director;
g) Labor recruitment;
h) Proposing a plan to pay dividends or deal with business losses;
i) Other rights and obligations as prescribed by law, the company's charter and resolutions and decisions of the Board of Directors.
4. The director or general director must run the day-to-day business of the company in strict accordance with the law, the company's charter, and the labor contract.
signed with the company and resolutions and decisions of the Board of Directors. In case of operating contrary to the provisions of this Clause, causing damage to the company, the Director
The director or general director must be responsible before the law and must pay compensation to the company.
5. For public companies, state-owned enterprises as prescribed at Point b, Clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises according to regulations
specified in Clause 1, Article 88 of this Law, the Director or General Director must satisfy the following criteria and conditions:
a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;
b) Must not be a family member of the business manager, controller of the company and the parent company; representative of state capital,
the representative of the enterprise's capital at the company and the parent company;
c) Having professional qualifications and experience in business administration of the company.
Article 163. Salary, remuneration, bonus and other benefits of members of the Board of Directors, Director, General Director
1. The company has the right to pay remuneration, reward members of the Board of Directors, pay salaries and bonuses to the Director or General Director and other managers according to the results.
and business performance.
2. Unless otherwise provided for in the company's charter, the salary, remuneration, bonus and other benefits of members of the Board of Directors, Director or General Director
Directors are paid according to the following provisions:
a) Members of the Board of Directors are entitled to work remuneration and bonuses. Remuneration for work is calculated according to the number of working days required to complete the tasks of the member
members of the Board of Directors and daily remuneration. The Board of Directors estimates the remuneration for each member on the principle of consensus. Total remuneration and bonus
of the Board of Directors decided by the General Meeting of Shareholders at the annual meeting;
b) Members of the Board of Directors are paid for meals, accommodation, travel and other reasonable expenses when performing their assigned tasks;
c) The director or general director is paid salary and bonus. The salary and bonus of the Director or General Director shall be decided by the Board of Directors.
3. Remuneration of each member of the Board of Directors, salary of the Director or General Director and other managers shall be included in the company's business expenses.
company in accordance with the law on corporate income tax, is shown in a separate section in the company's annual financial statements and must be reported to the General Manager.
shareholders at the annual meeting.
Article 164. Disclosure of related interests
Unless otherwise provided for in the company's charter, the disclosure of interests and related persons of the company shall comply with the following provisions:
1. The company must gather and update the list of related persons of the company according to the provisions of Clause 23, Article 4 of this Law and the contracts and transactions.
their correspondence with the company;
2. Members of the Board of Directors, Controllers, Director or General Director and other managers of the company must declare to the company about related interests.
their own, including:
a) Name, enterprise identification number, head office address, business lines of the enterprise in which they own or own contributed capital or shares; rate and time
point of ownership, ownership of such contributed capital or shares;
b) Name, enterprise identification number, head office address, lines of business of the enterprise that their related persons own, jointly own or own;
owning a share of contributed capital or a share of more than 10% of the charter capital;
3. The declaration specified in Clause 2 of this Article must be made within 07 working days from the date of arising related interests; Amendments and additions must be
be notified to the company within 07 working days from the date of corresponding amendments and supplements;
4. The storage, publicity, examination, extraction and copying of the list of related persons and related interests declared as prescribed in Clauses 1 and 2 of this Article
is done as follows:
a) The company must notify the list of related persons and related interests to the General Meeting of Shareholders at the annual meeting;
b) The list of related persons and related interests is kept at the head office of the enterprise; In case of necessity, part or all of it can be kept
contents of the above list at the company's branches;
c) Shareholders, authorized representatives of shareholders, members of the Board of Directors, Supervisory Board, Director or General Director and other managers have the right to view
review, extract and copy part or the whole of the declaration;
d) The company must create conditions for the persons specified at point c of this clause to access, review, extract and copy the list of related persons and related interests.
in the fastest and most convenient way; must not prevent or cause difficulties for them in exercising this right. Order and procedures for reviewing, extracting and copying
the declaration of related persons and related interests shall comply with the provisions of the company's charter;
5. A member of the Board of Directors, the Director or the General Director, in his or her personal name or in the name of another person, performs any job in any form in the
The scope of the company's business activities must explain the nature and content of such work to the Board of Directors and the Supervisory Board and can only be performed when
approved by the majority of the remaining members of the Board of Directors; if done without declaring or without the approval of the Board of Directors, all
the income derived from that activity belongs to the company.
Article 165. Responsibilities of company managers
1. Members of the Board of Directors, Director or General Director and other managers have the following responsibilities:
a) To perform assigned rights and obligations in accordance with this Law, other relevant laws, the company's charter, and resolutions of the General Meeting of Shareholders;
b) To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company;
c) Loyalty to the interests of the company and shareholders; do not abuse their position and position and use information, know-how, business opportunities and other assets of the company for private investment.
benefits or serves the interests of other organizations and individuals;
d) To promptly, fully and accurately notify the company of the contents specified in Clause 2, Article 164 of this Law;
dd) Other responsibilities as prescribed by this Law and the company's charter.
2. Members of the Board of Directors, the Director or General Director and other managers who violate the provisions of Clause 1 of this Article shall bear personal or joint responsibility.
compensation for lost benefits, return of benefits received and compensation for all damages to the company and third parties.
Article 166. Right to initiate lawsuits against members of the Board of Directors, Director, General Director
1. Shareholders or groups of shareholders owning at least 01% of the total number of ordinary shares have the right to file lawsuits on their own or on behalf of the company for personal liability and liability.
jointly against members of the Board of Directors, Director or General Director to claim benefits or compensation for damage to the company or other people
in the following cases:
a) Violation of responsibilities of the company manager as prescribed in Article 165 of this Law;
b) Failure to perform, incompletely, improperly performing or performing contrary to the provisions of law or the company's charter, resolutions, decisions
of the Board of Directors for the rights and obligations assigned;
c) Abuse of position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations or individuals;
d) Other cases as prescribed by law and the company's charter.
2. The order and procedures for initiating lawsuits comply with the provisions of the civil procedure law. The cost of filing a lawsuit in the event that a shareholder or a group of shareholders initiates a lawsuit
The name of the company is included in the company's expenses, unless the lawsuit is denied.
3. Shareholders and groups of shareholders as prescribed in this Article have the right to consider, search and extract necessary information according to decisions of courts or arbitrators before or during
litigation process.
Article 167. Approval of contracts and transactions between the company and related persons
1. The General Meeting of Shareholders or the Board of Directors shall approve contracts and transactions between the company and the following related persons:
a) Shareholders, authorized representatives of shareholders being organizations owning more than 10% of the total number of ordinary shares of the company and their related persons;
b) Members of the Board of Directors, Director or General Director and their related persons;
c) Enterprises that members of the Board of Directors, Controllers, Director or General Director and other managers of the company must declare in accordance with regulations in Clause 1 of this Article.
Clause 2, Article 164 of this Law.
2. The Board of Directors approves contracts and transactions as prescribed in Clause 1 of this Article and is valued at less than 35% of the total value of assets of the enterprise as stated in the contract.
the most recent financial statement or a smaller percentage or value as prescribed in the company's charter. In this case, the representative of the company signs a contract, assigns
The translator must notify the members of the Board of Directors and Controllers about the subjects related to such contract or transaction and enclose it with the draft contract.
contract or the main content of the transaction. The Board of Directors shall decide on the approval of the contract or transaction within 15 days from the date of receipt of the notice
notice, unless otherwise provided for in the company's charter; Members of the Board of Directors have interests related to the parties in the contract or transaction
voting rights.
3. The General Meeting of Shareholders approves the following contracts and transactions:
a) Contracts, transactions other than contracts and transactions specified in Clause 2 of this Article;
b) Contracts, transactions of borrowing, lending and selling assets with a value greater than 10% of the total value of the enterprise's assets recorded in the latest financial statement between the company and the shareholder;
shareholders owning 51% or more of the total voting shares or related persons of such shareholder.
4. In case of approval of a contract or transaction as prescribed in Clause 3 of this Article, the representative of the company signing the contract or transaction must notify the Council.
Administrators and Controllers about the subjects related to such contract or transaction and enclosed with the draft contract or notice the main content of the transaction.
Translate. The Board of Directors submits the draft contract, transaction or explanation on the main content of the contract or transaction at the General Meeting of Shareholders or collects opinions.
shareholders in writing. In this case, shareholders with interests related to the parties in the contract or transaction do not have the right to vote; contract, transaction
approved under Clauses 1 and 4, Article 148 of this Law, unless otherwise provided for in the company's charter.
5. Contracts and transactions are invalidated under court decisions and handled in accordance with law when they are signed in contravention of this Article; signer
When entering into a contract or transaction, shareholders, members of the Board of Directors or the relevant Director or General Director must jointly compensate for any damage incurred, refund
pay the company profits from the performance of such contracts or transactions.
6. The company must publicize relevant contracts and transactions in accordance with relevant laws.
Article 168. Control Board
1. The Supervisory Board has from 03 to 05 Supervisors. The term of the Supervisors shall not exceed 5 years and may be re-elected for an unlimited number of terms.
2. The Head of the Control Board shall be elected by the Supervisory Board from among the Supervisors; election, removal from duty and removal from office on the principle of majority. Rights and obligations of
The head of the Supervisory Board is regulated by the company's charter. The Supervisory Board must have more than half of the Controllers residing in Vietnam. The head of the Supervisory Board must have
University degree or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or related majors

to the business activities of the enterprise, unless otherwise provided for in the company's charter with a higher standard.
3. In case a Supervisor ends at the same time, but a new Supervisor has not been elected, the Supervisor whose term has expired will continue.
perform rights and obligations until the new term Supervisor is elected and assumes his/her duties.
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Article

169. Criteria and conditions of Controllers

1. Controllers must have the following criteria and conditions:
a) Not falling into the categories specified in Clause 2, Article 17 of this Law;
b) Being trained in one of the majors in economics, finance, accounting, auditing, law, business administration or a major relevant to business activities;
business of the enterprise;
c) Not being a family member of a member of the Board of Directors, the Director or General Director and other managers;
d) Not being the manager of the company; not necessarily be shareholders or employees of the company, unless otherwise provided for in the company's charter;
dd) Other standards and conditions as prescribed by relevant laws and the company's charter.
2. In addition to the standards and conditions specified in Clause 1 of this Article, controllers of public companies and state-owned enterprises as prescribed at Point b, Clause 1 of this Article
88 of this Law must not be a person related to the family relationship of the corporate manager of the company and the parent company; representative of the capital share of the enterprise,
the representative of the state capital at the parent company and at the company.
Article 170. Rights and obligations of the Control Board
1. The Supervisory Board supervises the Board of Directors, Director or General Director in the management and administration of the company.
2. Examining the rationality, lawfulness, honesty and prudence in the management and administration of business activities; systematic, consistent and relevant
accounting, statistical and financial reporting.
3. Appraise the completeness, legitimacy and truthfulness of the company's report on business situation, annual and 06-month financial statements, report on public assessment
management of the Board of Directors and submit the appraisal report at the Annual General Meeting of Shareholders. Review contracts, transactions with related people
under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on contracts and transactions that require approval of the Board of Directors.
or the General Meeting of Shareholders.
4. Review, examine and evaluate the effectiveness and efficiency of the company's internal control, internal audit, risk management and early warning systems.
5. Reviewing accounting books, accounting records and other documents of the company, management and operation of the company when deeming it necessary or according to resolutions
The General Meeting of Shareholders or at the request of a shareholder or group of shareholders specified in Clause 2, Article 115 of this Law.
6. At the request of a shareholder or a group of shareholders specified in Clause 2, Article 115 of this Law, the Supervisory Board shall conduct an inspection within 07 working days.
from the date of receipt of the request. Within 15 days from the date of completion of the inspection, the Supervisory Board must report on the issues requested to be inspected to the Board of Directors.
Board of Directors and shareholders or groups of shareholders at the request. The inspection by the Supervisory Board specified in this Clause must not interfere with the normal operation of the Company
Board of Directors, does not cause interruption in operating the company's business activities.
7. Proposing the Board of Directors or the General Meeting of Shareholders measures to amend, supplement and improve the organizational structure of management, supervision and administration of business activities
of the company.
8. When detecting any member of the Board of Directors, Director or General Director violating the provisions of Article 165 of this Law, he must immediately notify in writing to the
Board of Directors, request the violator to stop the violation and take remedial measures.
9. Attend and participate in discussions at the General Meeting of Shareholders, the Board of Directors and other meetings of the company.
10. Using independent consultants, the company's internal audit department to perform assigned tasks.
11. The Supervisory Board may consult the Board of Directors before submitting reports, conclusions and recommendations to the General Meeting of Shareholders.
12. Other rights and obligations as prescribed by this Law, the company's charter and resolutions of the General Meeting of Shareholders.
Article 171. The Control Board's right to be provided with information
1. Documents and information must be sent to the Controller at the same time and in the same manner as for members of the Board of Directors, including:
a) Notice of meeting invitation, opinion form of members of the Board of Directors and enclosed documents;
b) Resolutions, decisions and meeting minutes of the General Meeting of Shareholders and the Board of Directors;
c) Report of the Director or General Director submitted to the Board of Directors or other documents issued by the company.
2. Controllers have the right to access files and documents of the company kept at the head office, branches and other locations; have the right to visit the manager's place of work
managers and employees of the company during working hours.
3. The Board of Directors, members of the Board of Directors, the Director or General Director, and other managers must provide complete, accurate and timely information and documents about
management, administration and business activities of the company at the request of the Supervisor or the Supervisory Board.
Article 172. Salary, remuneration, bonus and other benefits of Controllers
Unless otherwise provided for in the company's charter, the salary, remuneration, bonus and other benefits of the Controllers shall comply with the following provisions:
1. Controllers are entitled to salary, remuneration, bonus and other benefits according to the decision of the General Meeting of Shareholders. The General Meeting of Shareholders decides the total amount
salary, remuneration, bonus, other benefits and annual operating budget of the Supervisory Board;
2. Controllers are paid expenses for meals, accommodation, travel, expenses for using independent consulting services at a reasonable rate. The sum of these remuneration and expenses shall not exceed
the total annual operating budget of the Supervisory Board approved by the General Meeting of Shareholders, unless otherwise decided by the General Meeting of Shareholders;
3. Salaries and operating expenses of the Control Board are included in the company's business expenses in accordance with the law on corporate income tax,
other provisions of relevant laws and must be made in a separate section in the company's annual financial statements.
Article 173. Responsibilities of Controllers
1. To strictly comply with the law, the company's charter, the resolutions of the General Meeting of Shareholders and professional ethics in performing the assigned rights and obligations.
2. To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company.
3. Loyalty to the interests of the company and shareholders; do not abuse their position and position and use information, know-how, business opportunities and other assets of the company for private investment.
benefit or serve the interests of other organizations or individuals.
4. Other obligations as prescribed by this Law and the company's charter.
5. In case of violations specified in Clauses 1, 2, 3 and 4 of this Article, causing damage to the company or other people, the Controller must take personal responsibility.
or jointly compensate for such damage. Income and other benefits obtained by the Controller due to the violation must be returned to the company.
6. If a Controller is found to be in violation in the exercise of his/her assigned rights and obligations, he/she must notify in writing the Control Board; request
violators shall terminate their violations and remedy the consequences.
Article 174. Dismissal and dismissal of Controllers
1. The General Meeting of Shareholders dismisses a controller in the following cases:
a) No longer satisfy the criteria and conditions to work as a controller as prescribed in Article 169 of this Law;
b) The resignation is accepted and accepted;
c) Other cases prescribed by the company's charter.
2. The General Meeting of Shareholders dismisses a Supervisor in the following cases:
a) Failing to complete assigned tasks or tasks;
b) Failure to perform their rights and obligations for 6 consecutive months, except for force majeure cases;
c) Repeated violations or serious violations of the Controller's obligations in accordance with this Law and the company's charter;
d) Other cases according to the resolution of the General Meeting of Shareholders.
Article 175. Annual report submission
1. At the end of the fiscal year, the Board of Directors must submit the following report to the General Meeting of Shareholders:
a) Report on business results of the company;
b) Financial statements;
c) Report on assessment of management and administration of the company;
d) Appraisal report of the Control Board.
2. For joint stock companies which are required by law to be audited, the annual financial statements of the joint stock company must be audited before submission to the General Meeting.
shareholders for consideration and approval.
3. The report specified at Points a, b and c, Clause 1 of this Article must be sent to the Control Board for appraisal no later than 30 days before the opening of the meeting.
Annual General Meeting of Shareholders unless otherwise provided for in the company's charter.
4. Reports specified in Clauses 1, 2 and 3 of this Article, appraisal reports of the Control Board and audit reports must be kept at the head office of the company.
at least 10 days before the opening date of the Annual General Meeting of Shareholders, if the company's charter does not provide for a longer time limit. Shareholders owning
shares of the company continuously for at least 01 year have the right to review the report by themselves or together with a lawyer, accountant or auditor with a practicing certificate.
provided for in this Article.
Article 176. Information disclosure
1. Joint stock companies must send annual financial statements approved by the General Meeting of Shareholders to competent state agencies in accordance with law.
accounting and other relevant laws.
2. The joint stock company publishes on its website the following information:
a) The company's charter;
b) Curriculum vitae, educational qualifications and professional experience of members of the Board of Directors, Supervisors, Director or General Director of the company;
c) Annual financial statements approved by the General Meeting of Shareholders;
d) Annual report on performance evaluation of the Board of Directors and Supervisory Board.
3. A joint-stock company that is not a listed company must notify the business registration office where the company's head office is located no later than 3 working days after
when there is information or changes in information about the full name, nationality, passport number, contact address, number of shares and type of shares of a shareholder being a foreign individual;
name, enterprise code, head office address, number of shares and types of shares of the shareholder being a foreign organization and full name, nationality, passport number, contact address
authorized representative of the shareholder being a foreign organization.
4. Public companies shall disclose and publicize information in accordance with the law on securities. Joint-stock companies as prescribed at Point b, Clause 1, Article
88 publish and publicize information as prescribed at Points a, c, dd and g, Clause 1, Article 109 and Article 110 of this Law.
Chapter VI
PARTNERSHIPS
Article 177. Partnerships
1. A partnership is an enterprise in which:
a) There must be at least 02 members who are common owners of the company, doing business together under a common name (hereinafter referred to as general partners). Outside the cities
general partners, the company may have additional capital contributors;
b) General partners must be individuals, responsible with all their assets for the obligations of the company;
c) Capital-contributing members are organizations or individuals and are only responsible for the debts of the company within the amount of capital they have committed to contribute to the company.
2. A partnership has legal status from the date of issuance of the Certificate of Business Registration.
3. A partnership company may not issue any securities.
Article 178. Capital contribution and issuance of certificates of capital contribution
1. General partners and capital contributors must contribute in full and on time the committed capital amount.
2. General partners who fail to contribute in full and on time the committed capital, causing damage to the company, must be responsible for compensating the company for damage.
3. In case a capital-contributing member fails to contribute in full and on time the committed capital amount, the incompletely contributed capital shall be considered a debt of that member to the company.
company; in this case, the relevant capital-contributing member may be expelled from the company by decision of the Members' Council.
4. At the time of fully contributing the committed capital, the member is granted a certificate of capital contribution. The certificate of capital contribution must include the following contents:
the following weaknesses:
a) Name, enterprise code, address of the head office of the company;
b) Charter capital of the company;
c) Name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, business number or legal document number of the organization, address
only head office for members being organizations; membership type;
d) Value of capital contribution and type of assets contributed as capital by members;
dd) Number and date of issuance of the certificate of capital contribution;
e) Rights and obligations of the holder of the capital contribution certificate;
g) Full name and signature of the holder of the certificate of capital contribution and of the general partners of the company.
5. In case the capital contribution certificate is lost, damaged or otherwise destroyed, the member will be re-issued with the capital share certificate by the company.
contribute.
Article 179. Property of the partnership
The assets of a partnership include:
1. Assets contributed as capital by members have been transferred to the company;
2. Assets created can bear the name of the company;
3. Assets obtained from business activities performed by a general partner in the name of the company and from business activities of the company performed by a general partner
perform on behalf of individuals;
4. Other properties as prescribed by law.
Article 180. Restrictions on rights of general partners
1. A general partner may not be the owner of a private enterprise; may not be a general partner of another partnership unless otherwise permitted
consent of the remaining general partners.
2. General partners may not conduct business in the same name or in the name of another person in the same line of business of the company for personal benefit or service.
interests of other organizations and individuals.
3. A general partner may not transfer part or all of his/her capital contribution in the company to other organizations or individuals without approval.
of the remaining partners.
Article 181. Rights and obligations of general partners
1. General partners have the following rights:
a) Attend meetings, discuss and vote on the company's issues; each general partner has one vote or another number of votes specified
in the company's charter;
b) Doing business in the company's business lines on behalf of the company; negotiate and enter into contracts, transactions or covenants on terms and conditions
that general partner deems to be in the best interest of the company;
c) Using the company's assets to conduct business in the company's lines of business; If you advance your own money to do business for the company, you can
the right to request the company to return both principal and interest at the market interest rate on the advance principal;
d) Request the company to compensate for damage from business activities within the scope of assigned tasks if such damage occurs not due to the personal fault of the company.
that member;
dd) Request the company or other general partners to provide information about the company's business situation; inspect the assets, accounting books and other documents of the company when
deemed necessary;
e) To be distributed profits in proportion to the proportion of contributed capital or as agreed upon in the company's charter;
g) When the company is dissolved or goes bankrupt, the remaining asset value will be divided according to the proportion of capital contributed to the company if the company's charter does not stipulate such a ratio.
other;
h) In case of death of a general partner, the member's heirs shall be entitled to a portion of the value of assets in the company after deducting the debt and property obligations.
other is the responsibility of that member. The heir may become a general partner if approved by the Members' Council;
i) Other rights as prescribed by this Law and the company's charter.
2. General partners have the following obligations:
a) Conduct management and conduct business activities honestly, carefully and in the best way to ensure maximum legal benefits for the company;
b) Manage and conduct business activities in accordance with the provisions of law, the company's charter and resolutions and decisions of the Members' Council; if
violates the provisions of this Point, causing damage to the company, they must be responsible for compensating for the damage;
c) Not to use the company's assets for personal gain or to serve the interests of other organizations or individuals;
d) Refund to the company the money and property received and compensate for damage caused to the company in case on behalf of the company, in the name of an individual or an individual;
name another person to receive money or other property from the company's business without giving it to the company;
dd) Jointly be responsible for paying off the remaining debts of the company if the company's assets are not enough to cover the company's debts;
e) Bear a loss in proportion to the capital contributed to the company or as agreed upon in the company's charter in case the business company suffers a loss;
g) To report on a monthly basis honestly and accurately in writing its business situation and results to the company; provide information about the situation and results
its business to members who ask;
h) Other obligations as prescribed by this Law and the company's charter.
Article 182. Council of members
1. The Members' Council includes all members. The Members' Council elects a general partner to be the Chairman of the Members' Council and concurrently the Director
or the General Director of the company unless otherwise provided for in the company's charter.
2. General partners have the right to request to convene a meeting of the Members' Council to discuss and decide on the business of the company. Members request million
meeting must prepare meeting agenda, agenda and documents.
3. The Members' Council has the right to decide on all business activities of the company. If the company's charter does not provide, the following matters must be decided:
approved by at least three-quarters of the total number of general partners:
a) Orientation and development strategy of the company;
b) Amending and supplementing the company's charter;
c) Receiving new members;
d) Approve general partners to withdraw from the company or decide to expel members;
dd) Decide on investment projects;
e) Decide on borrowing and mobilizing capital in other forms, lending with a value of 50% or more of the company's charter capital, unless the company's charter stipulates a
other rates are higher;
g) Decide to buy and sell assets with a value equal to or greater than the charter capital of the company, unless the company's charter stipulates a higher percentage;
h) Approving the annual financial statements, the total profit to be distributed and the profit to be distributed to each member;
i) Decision on dissolution; company bankruptcy petition.
4. Decisions on matters other than those specified in Clause 3 of this Article shall be adopted if approved by at least two-thirds of the total number of general partners; instrument ratio
may be provided for by the company's charter.
5. The right to participate in voting of capital contributors shall comply with the provisions of this Law and the company's charter.
Article 183. Convening a meeting of the Members' Council
1. The President of the Members' Council may convene a meeting of the Members' Council when he considers it necessary or at the request of a general partner. The case of the President
If the Members' Council fails to convene a meeting at the request of a general partner, such member shall convene a meeting of the Members' Council.
2. Notice of invitation to the meeting of the Members' Council may be sent by invitation, by phone, by fax, by electronic means or by other methods prescribed by the company's charter.
The notice of meeting invitation must clearly state the purpose, requirements and contents of the meeting, the meeting agenda and location, and the name of the member requesting to convene the meeting.
The discussion documents used to decide the issues specified in Clause 3, Article 182 of this Law must be sent in advance to all members; submission deadline
prescribed by the company's charter.
3. The chairman of the Members' Council or a member who requests to convene a meeting to preside over the meeting. The meeting of the Members' Council must be recorded in minutes, including the following contents:
The main contents are as follows:
a) Name, enterprise code number, head office address;
b) Time and place of the meeting;
c) Purpose, agenda and contents of the meeting;
d) Full names of the chairperson and members attending the meeting;
d) Opinions of members attending the meeting;
e) The passed resolution or decision, the number of members agreeing, disagreeing, and abstaining and the basic contents of such resolution or decision;
g) Full names and signatures of members attending the meeting.
Article 184. Business management of partnerships
1. General partners are the legal representatives of the company and the organization that runs the company's day-to-day business operations. Any restrictions on
a general partner in conducting the day-to-day business of the company becomes effective against a third party only when that person is made aware of such restriction.
2. In conducting business activities of the company, general partners assign each other to take on the positions of management and control of the company.
When some or all of the general partners carry out some business together, the decision is adopted by majority consent.
Activities performed by general partners outside the scope of business activities of the company are not under the responsibility of the company, except in the case of
which was approved by the remaining members.
3. The company may open one or several accounts at the bank. The Members' Council appoints the authorized member to deposit and withdraw funds from such accounts.
4. The President of the Members' Council, the Director or General Director has the following obligations:
a) Manage and run the daily business of the company as a general partner;
b) Convene and organize meetings of the Members' Council; sign resolutions and decisions of the Members' Council;
c) Assign and coordinate business activities among general partners;
d) Organize, fully and honestly keep the accounting books, invoices, vouchers and other documents of the company in accordance with the provisions of law;
dd) Representing the company as a requester for settlement of civil matters, plaintiff, defendant, person with related interests and obligations before arbitration or court; great
represent the company to exercise other rights and obligations as prescribed by law;
e) Other obligations prescribed by the company's charter.
Article 185. Termination of general partner status
1. A general partner is terminated in the following cases:
a) Voluntarily withdraw capital from the company;
b) Dead, missing, restricted or incapacitated for civil acts, having difficulties in perception and behavior control;
c) Being expelled from the company;
d) Serve the prison sentence or be banned by the Court from practicing certain professions or doing certain jobs as prescribed by law;
dd) Other cases prescribed by the company's charter.
2. General partners have the right to withdraw capital from the company if approved by the Members' Council. In this case, a member who wants to withdraw capital from the company must notify
a written notice of the capital withdrawal request no later than 6 months before the date of capital withdrawal; capital can only be withdrawn at the end of the financial year and the financial statements of the year
that financing has been approved.
3. A general partner shall be expelled from the company in the following cases:
a) Inability to contribute capital or fail to contribute capital as committed after the company has made the second request;
b) Violating the provisions of Article 180 of this Law;
c) Conduct business dishonestly, recklessly or engage in other inappropriate behavior causing serious damage to the interests of the company and
other member;
d) Failure to properly perform obligations of general partners.
4. In case of termination of membership of a member who has limited or lost civil act capacity, has difficulties in perception and behavior control, the
such member's contributed capital shall be refunded fairly and satisfactorily.
5. Within 2 years from the date of termination of the general partner's status as prescribed at Points a, c, d and dd, Clause 1 of this Article, such person must still be involved
liable with all its assets for the debts of the company incurred before the date of termination of the membership.
6. After terminating the status of a general partner, if such member's name has been used for part or all of the company name, that person or
heirs, their legal representatives have the right to request the company to stop using that name.
Article 186. Admission of new members viên
1. The company may accept additional general partners or capital contributors; The admission of new members of the company must be approved by the Members' Council
favorable.
2. General partners or capital contributors must fully pay the amount of capital committed to contribute to the company within 15 days from the date of approval, unless
The Members' Council shall decide another time limit.
3. New general partners must be jointly liable with all their assets for the company's debts and other property obligations, except
in case such member and the remaining members agree otherwise.
Article 187. Rights and obligations of capital contributors
1. Capital-contributing members have the following rights:
a) Attend meetings, discuss and vote at the Members' Council on amendments and supplements to the company's charter, amendments and supplements to the rights and obligations of members.
capital contribution, reorganization, dissolution of the company and other contents of the company's charter directly related to their rights and obligations;
b) To be distributed annual profits in proportion to the proportion of capital contributed in the charter capital of the company;
c) To be provided with the company's annual financial statements; has the right to request the Chairman of the Members' Council and general partners to provide fully and truthfully
information about the company's business situation and results; review the company's accounting books, minutes, contracts, transactions, records and other documents;
d) Transferring his/her capital contribution in the company to another person;
dd) Conduct business in the company's line of business in the name of an individual or in the name of another person;
e) To dispose of their contributed capital by inheritance, donation, mortgage, pledge and other forms as prescribed by law and the company's charter;
in case of death, the heir shall replace the deceased member as a capital contributing member of the company;
g) To receive part of the remaining asset value of the company in proportion to the percentage of contributed capital in the company's charter capital when the company is dissolved or goes bankrupt;

h) Other rights as prescribed by this Law and the company's charter.
2. Capital-contributing members have the following obligations:
a) Be responsible for the company's debts and other property obligations within the amount of capital committed to contribute;
b) Not participating in the management of the company, not conducting business on behalf of the company;
c) Comply with the company's charter, resolutions and decisions of the Members' Council;
d) Other obligations as prescribed by this Law and the company's charter.
Chapter VII
PRIVATE ENTERPRISE
Article 188. Private enterprises
1. A private enterprise is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the enterprise.
2. Private enterprises may not issue securities of any kind.
3. Each individual is only entitled to establish one private enterprise. The owner of a private enterprise cannot be the owner of a business household or a general partner at the same time
of the partnership company.
4. A private enterprise is not entitled to contribute capital to the establishment or purchase shares or contributed capital in a partnership, limited liability company or public company.
joint stock company.
Article 189. Investment capital of private enterprise owners chủ
1. Investment capital of a private enterprise owner is registered by the business owner himself. The owner of a private business is obliged to accurately register the total amount of investment capital, in
that clearly states the amount of capital in Vietnam Dong, freely convertible foreign currencies, gold and other assets; for capital in other assets, the type of asset, quantity and price must also be specified
residual value of each asset class.
2. All capital and assets including borrowed capital and leased assets used in business activities of the enterprise must be fully recorded in the accounting books and
financial statements of enterprises as prescribed by law.
3. In the course of operation, the owner of a private enterprise has the right to increase or decrease his investment capital in the business activities of the enterprise. The increase
or reduction of investment capital of the owner of a private enterprise must be fully recorded in the accounting books. In case the investment capital is reduced to less than the registered investment capital
If registered, the owner of a private enterprise may only reduce capital after having registered with the Business Registration Authority.
Article 190. Management of private enterprises
1. The owner of a private enterprise has full discretion over all business activities of a private enterprise and the use of profits after tax has been paid.
and perform other financial obligations as prescribed by law.
2. The owner of a private enterprise may directly or hire another person to act as the Director or General Director to manage and administer business activities; case
In this case, the sole proprietorship is still responsible for all business activities of the sole proprietorship.
3. The owner of a private enterprise is the legal representative, representing the private enterprise in the capacity of the requester for the settlement of civil matters, the plaintiff,
the defendant, person with related interests and obligations before arbitration, court, representative of private enterprise to perform other rights and obligations under the provisions of law.
law.
Article 191. Leasing of private enterprises
The owner of a sole proprietorship has the right to lease out his or her entire private business, but must notify in writing with a copy of the lease agreement.
notarized to the business registration agency, tax authority within 03 working days from the effective date of the lease contract. Within the period for
The owner of a private business is still responsible before the law as the owner of a private business. Rights, obligations and responsibilities of
owner and lessee for the business of a private enterprise specified in the lease agreement.
Article 192. Sale of a private enterprise
1. Owners of private enterprises have the right to sell their private enterprises to other individuals or organizations.
2. After the sale of the sole proprietorship, the sole proprietorship is still liable for the debts and other property obligations of the sole proprietorship
arising in the period prior to the date of transfer of the business, except where the owner of the private enterprise, the purchaser and the creditor of the private enterprise have
other agreement.
3. Owners of private enterprises and buyers of private enterprises must comply with the provisions of the law on labor.
4. The purchaser of a private enterprise must register the change of the owner of a private enterprise in accordance with the provisions of this Law.
Article 193. Exercising the rights of private business owners in some special cases
1. In case the owner of a private enterprise is detained, is serving a prison sentence or is serving administrative handling measures at a compulsory detoxification establishment, the
The compulsory education institution shall authorize another person to perform his/her rights and obligations.
2. In case the owner of a private enterprise dies, the heir or one of the heirs according to the will or at law is the owner of the private enterprise.
by agreement between the heirs. If the heirs cannot reach an agreement, register to convert into a company or dissolve
that private enterprise.
3. In case the owner of a private enterprise dies without an heir, the heir refuses to accept the inheritance or is deprived of the right to inherit, the owner's property
private enterprises shall be handled according to the provisions of the civil law.
4. In case the owner of a private enterprise has limited or lost civil act capacity, has difficulty in awareness and behavior control, his/her rights and obligations
Ownership of a private business is done through an agent.
5. In case the owner of a private enterprise is banned by the Court from practicing certain professions or doing certain jobs within the scope of the business lines of the enterprise, the owner of the private enterprise shall
a private enterprise suspends or terminates relevant business lines under a court decision or transfers the private enterprise to an individual.
other individuals or organizations.
Chapter VIII
GROUP OF COMPANY
Article 194. Economic groups and corporations
1. Economic groups and corporations of all economic sectors are groups of companies that have a relationship with each other through ownership of shares, capital contribution or association.
other. Economic groups and corporations are not a type of enterprise, do not have legal status, do not have to register for establishment under the provisions of the Law.
this.
2. Economic groups, corporations with parent companies, subsidiaries and other member companies. Parent company, subsidiaries and each member company in the business group
In fact, the corporation has the rights and obligations of an independent enterprise in accordance with the law.
Article 195. Parent companies, subsidiaries
1. A company is considered the parent company of another company if it falls into one of the following cases:
a) Owning more than 50% of the charter capital or total ordinary shares of that company;
b) Having the right to directly or indirectly decide to appoint a majority or all of the members of the Board of Directors, the Director or the General Director of that company;
c) Have the right to decide on the amendment and supplementation of the charter of that company.
2. Subsidiaries are not allowed to invest in buying shares or contribute capital to the parent company. Subsidiaries of the same parent company are not allowed to contribute capital or buy shares at the same time
share for cross-ownership.
3. Subsidiaries having the same parent company which is an enterprise owning at least 65% of state capital may not jointly contribute capital or purchase shares of the enterprise.
or to establish a new enterprise in accordance with this Law.
4. The Government shall detail Clauses 2 and 3 of this Article.
Article 196. Rights, obligations and responsibilities of the parent company towards its subsidiaries
1. Depending on the legal type of the subsidiary, the parent company exercises its rights and obligations as a member, owner or shareholder in
relationship with subsidiaries in accordance with the respective provisions of this Law and other relevant laws.
2. Contracts, transactions and other relationships between the parent company and its subsidiary must be established and performed independently and equally under the conditions applicable to the parent company.
independent legal entity.
3. Where the parent company interferes outside the authority of the owner, member or shareholder and forces the subsidiary to conduct business activities contrary to
normal business practice, or conduct an unprofitable activity without reasonable compensation in the relevant financial year, to the detriment of the subsidiary.
the parent company shall be liable for such damage.
4. The manager of the parent company is responsible for intervening in forcing the subsidiary to carry out business activities as prescribed in Clause 3 of this Article.
The parent company is responsible for such damage.
5. If the parent company fails to compensate the subsidiary as prescribed in Clause 3 of this Article, the creditor or member or shareholder owns at least 01% of the charter capital.
of the subsidiary has the right to request on its own behalf or on behalf of the subsidiary to request the parent company to compensate the subsidiary for damage.
6. If the business activities specified in Clause 3 of this Article are carried out by a subsidiary company and bring benefits to other subsidiaries of the same parent company,
Beneficial subsidiaries must jointly with the parent company return the benefits to the damaged subsidiary.
Article 197. Financial statements of parent companies and subsidiaries
1. At the end of the fiscal year, in addition to reports and documents as prescribed by law, the parent company must also prepare the following reports:
a) Consolidated financial statements of the parent company in accordance with the law on accounting;
b) Annual report on business results of the parent company and its subsidiaries;
c) General report on management and administration of the parent company and its subsidiaries.
2. At the request of the legal representative of the parent company, the legal representative of the subsidiary must provide necessary reports, documents and information.
required to prepare consolidated financial statements and consolidated reports of the parent company and its subsidiaries.
3. The person responsible for preparing reports of the parent company uses the reports specified in Clause 2 of this Article to prepare the consolidated financial statements and the general report of the parent company.
parent company and subsidiaries if there is no doubt that the report prepared and submitted by the subsidiary contains false, inaccurate or fraudulent information.
4. The person responsible for making reports specified in Clause 1 of this Article may not prepare and submit such reports if they have not received the complete financial statements of the Company.
Subsidiaries. In case the manager of the parent company has applied the necessary measures within the scope of his/her authority but still does not receive the report, documents
and necessary information according to regulations from the subsidiary, the manager of the parent company still prepares and submits the consolidated financial statements, the general report of the parent company and the parent company.
Subsidiaries. The report may or may not include information from that subsidiary, but must include the necessary explanation to avoid misunderstanding or misinterpretation.
5. Annual financial statements and documents, consolidated financial statements and general reports of parent companies and subsidiaries must be kept at the head office.
of the parent company. Copies of reports and documents specified in this Clause must be kept at the branch of the parent company in Vietnam.
6. In addition to reports and documents as prescribed by law, subsidiaries must also make general reports on purchases, sales and other transactions with the parent company.
Chapter IX
BUSINESS REORGALIZATION, DISSOLUTION AND BUSINESS
Article 198. Company division
1. A limited liability company or a joint-stock company may divide the assets, rights and obligations, members and shareholders of the existing company (hereinafter referred to as the divided company).
to form two or more new companies.
2. Procedures for division of limited liability companies and joint stock companies are prescribed as follows:
a) The Members' Council, the company owner or the General Meeting of Shareholders of the divided company shall pass a resolution or decision on division of the company in accordance with the Law on division of the company.
this and the company's charter. A resolution or decision on division of the company must contain the following principal contents: name, head office address of the divided company, names of companies to be divided.
establish; principles, methods and procedures for dividing company assets; labor use plan; method of division, time limit and procedures for converting capital contributions,
shares and bonds of the company are divided into newly established companies; principles for settling the obligations of the divided company; time limit for division of the company. Nghi
The decision on division of the company must be sent to all creditors and notified to the employees within 15 days from the date of issuance of the decision or notice.
by resolution;
b) A member, company owner or shareholder of a newly established company ratifies the charter, elects or appoints the Chairman of the Members' Council, the
company, Board of Directors, Director or General Director and conduct business registration in accordance with this Law. In this case, the registration file
For a new company, the enterprise must enclose the resolution or decision on division of the company specified at Point a of this Clause.
3. The number of members, shareholders and the number and percentage of shares ownership, contributed capital of members, shareholders and charter capital of new companies will be recorded accordingly.
corresponding to the method of division and conversion of contributed capital and shares of the divided company to new companies according to resolutions and decisions on division of the company.
4. The divided company ceases to exist after the new company is granted an Enterprise Registration Certificate. New companies must be jointly responsible
on obligations, unpaid debts, labor contracts and other property obligations of the company divided or agreed upon with creditors, customers and employees.
act for one of them to fulfill this obligation. New companies automatically inherit all rights, obligations and legitimate interests that are divided
according to the resolution, the decision to divide the company.
5. The business registration authority updates the legal status of the divided company in the National Business Registration Database when issuing the Certificate
Business registration for new companies. In case the new company has its head office located outside the province or centrally run city where the divided company is located
head office, the business registration office of the place where the new company's head office is located must notify the business registration of the new company to the Registrar of Companies.
business where the divided company is headquartered to update the legal status of the divided company on the National Database of Business Registration.
Article 199. Separation of companies
1. A limited liability company or a joint-stock company may be separated by transferring part of the assets, rights, obligations, members and shareholders of the existing company (after
this is called a split company) to establish one or several new limited liability companies, joint stock companies (hereinafter referred to as separated companies) without terminating
existence of the separated company.
2. The separated company must register to change its charter capital, the number of members and shareholders corresponding to the amount of capital contribution and shares and the number of members and shareholders to decrease.
down (if any); concurrently register the business for the separated companies.
3. Procedures for separating a limited liability company from a joint-stock company are prescribed as follows:
Page
a)8The

Members' Council, the company owner or the General Meeting of Shareholders of the separated company passes a resolution or decision on separation of the company in accordance with the Law on separation of the company.

this and the company's charter. A resolution or decision on separation of the company must include the following principal contents: name and head office address of the separated company; company name is separated
will be established; labor use plan; how to separate the company; the value of assets, rights and obligations transferred from the separated company to the separated company; time
The deadline for the separation of the company. Resolutions, decisions on separation of the company must be sent to all creditors and notified to employees within 15 days from
the date of the decision or adoption of the resolution;
b) Members, company owners or shareholders of the separated company adopt the Charter, elect or appoint the Chairman of the Members' Council, the President of the company,
Board of Directors, Director or General Director and conduct business registration in accordance with this Law.
4. After enterprise registration, the separated company and the separated company must be jointly responsible for the obligations, unpaid debts, contracts
labor contract and other property obligations of the separated company, except in the case of the separated company, the separated company, creditors, customers and employees of the company.
separated by another agreement. The separated companies automatically inherit all lawful rights, obligations and interests divided according to resolutions and decisions.
company separation.
Article 200. Consolidation of companies
1. Two or more companies (hereinafter referred to as the consolidated company) may merge into a new company (hereinafter referred to as the consolidating company) and at the same time cease to exist.
of consolidated companies.
2. Procedures for company consolidation are prescribed as follows:
a) The consolidated company prepares the consolidation contract and the draft charter of the consolidating company. The consolidation contract must include the following principal details: name, head office address
of the consolidated company; name and head office address of the consolidated company; consolidation procedures and conditions; labor use plan; deadlines, procedures and terms
the case of conversion of assets, conversion of contributed capital, shares and bonds of the consolidating company into contributed capital, shares and bonds of the consolidating company; time
the due date for the consolidation;
b) The members, company owners or shareholders of the consolidated company adopt the consolidation contract, the charter of the consolidated company, elect or appoint the Chairman.
The Members' Council, the President of the company, the Board of Directors, the Director or General Director of the consolidating company and conduct business registration for the partnership company.
in accordance with the provisions of this Law. Consolidation contract must be sent to creditors and notified to employees within 15 days from the date of notification.
by.
3. The consolidated company must ensure compliance with the provisions of the Competition Law on company consolidation.
4. After the consolidating company registers its business, the consolidated company ceases to exist; the consolidated company enjoys lawful rights and interests, is responsible for
liability for the obligations, unpaid debts, employment contracts and other property obligations of the consolidated companies. Consolidated company
inherit all the lawful rights, obligations and interests of the consolidated companies under the company consolidation contract.
5. The business registration authority updates the legal status of the consolidated company on the National Business Registration Database when issuing the Certificate
business registration for the incorporated company. In case the consolidated company has its head office address outside the province or centrally run city where the company is incorporated,
If the head office is located, the business registration office where the consolidated company is headquartered must notify the enterprise registration to the business registration office.
enterprise where the consolidated company is headquartered to update the legal status of the consolidated company on the National Business Registration Database.
Article 201. Merger of companies
1. One or several companies (hereinafter referred to as the merged company) may merge into another company (hereinafter referred to as the merging company) by transferring
all assets, rights, obligations and legitimate interests shall be transferred to the merging company, and at the same time, terminate the existence of the merged company.
2. Procedures for merging companies are prescribed as follows:
a) The relevant companies prepare the merger contract and draft the charter of the merging company. The merger contract must include the following principal details: name, address,
only the head office of the merging company; name and head office address of the merged company; merger procedures and conditions; labor use plan; way
Forms, procedures, deadlines and conditions for converting assets, converting capital contributions, shares, and bonds of the merged company into contributed capital, shares, bonds
votes of the merging company; time limit for merger implementation;
b) Members, company owners or shareholders of related companies approve the merger contract, the company's charter, and conduct the merger.
enterprise registration of the merging company in accordance with this Law. The merger contract must be sent to all creditors and notified to employees
know within 15 days from the date of adoption;
c) After the merging company registers its business, the merged company ceases to exist; the merged company enjoys lawful rights and interests,
responsible for the obligations, unpaid debts, labor contracts and other property obligations of the merged company. Companies receiving mergers
automatically inherits all legal rights, obligations, and interests of the merged companies under the merger contract.
3. Companies carrying out the merger must ensure compliance with the provisions of the Competition Law on merging companies.
4. The business registration authority shall update the legal status of the merged company on the National Business Registration Database and implement
change the content of business registration for the merging company. In case the merged company has its head office located outside the province or centrally run city,
The central government where the merging company is headquartered, the business registration office where the merging company is headquartered shall notify the business registration.
to the Business Registration Office where the merged company is headquartered to update the legal status of the merged company on the National Database.
on business registration.
Article 202. Conversion of a limited liability company into a joint stock company
1. State enterprises converted into joint stock companies shall comply with relevant laws.
2. A limited liability company may be converted into a joint stock company by the following methods:
a) Converting into a joint-stock company without mobilizing other organizations or individuals to contribute capital or selling contributed capital to other organizations or individuals;
b) Converting into a joint stock company by mobilizing other organizations and individuals to contribute capital;
c) Converting into a joint stock company by selling all or part of the contributed capital to one or several other organizations and individuals;
d) Combining the methods specified at Points a, b and c of this Clause and other methods.
3. The company must register the company transformation with the Business Registration Office within 10 days from the date of completion of the conversion. Within 03
working days from the date of receipt of the conversion dossier, the Business Registration Authority shall re-issue the Certificate of Business Registration and update the legal status of the enterprise.
companies on the National Business Registration Database.
4. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and obligations.
other of the converted company.
Article 203. Conversion of a joint stock company into a one-member limited liability company
1. A joint-stock company may be converted into a one-member limited liability company by the following methods:
a) One shareholder receives the transfer of all the respective shares of all other shareholders;
b) An organization or individual who is not a shareholder receives the transfer of all shares of all shareholders of the company;
c) The company has only 1 shareholder left.
2. The transfer or receipt of investment capital contribution specified in Clause 1 of this Article must comply with the market price, the price determined according to the asset method,
discounted cash flow method or other method.
3. Within 15 days from the date on which the company has only one shareholder left or completes the transfer of shares as prescribed at Points a and b, Clause 1
This, the company sends the conversion file to the Business Registry where the business is registered. Within 3 working days from the date of receipt of the application
transformation, the Business Registration Authority issues the Certificate of Business Registration and updates the legal status of the company on the National Database on
business registration.
4. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and obligations.
other of the converted company.
Article 204. Conversion of a joint stock company into a limited liability company with two or more members
1. A joint-stock company may be converted into a limited liability company with two or more members by the following methods:
a) Converting into a limited liability company with two or more members without raising more shares or transferring shares to other organizations or individuals;
b) Converting into a limited liability company with two or more members and at the same time mobilizing other organizations and individuals to contribute capital;
c) Converting into a limited liability company with two or more members and concurrently transferring all or a part of shares to other organizations or individuals contributing to the company;
capital;
d) The company has only 02 shareholders left;
dd) Combining the methods specified at Points a, b and c of this Clause and other methods.
2. The company must register the company transformation with the Business Registration Office within 10 days from the date of completion of the conversion. Within 03
working days from the date of receipt of the conversion dossier, the Business Registration Authority shall issue the Certificate of Business Registration and update the legal status of the enterprise.
companies on the National Business Registration Database.
3. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and obligations.
other of the converted company.
Article 205. Converting a private enterprise into a limited liability company, joint-stock company or partnership
1. A private enterprise may be converted into a limited liability company, joint stock company or partnership under the decision of the owner of the private enterprise.
if the following conditions are satisfied:
a) The converted enterprise must fully satisfy the conditions specified in Clause 1, Article 27 of this Law;
b) The owner of the private business undertakes in writing to be personally responsible with all his assets for all outstanding debts and undertakes to
pay the debt in full when it is due;
c) The owner of the private enterprise has a written agreement with the parties of the unliquidated contract that the converted company will receive and continue to perform the contract.
such contracts;
d) The owner of the private enterprise commits in writing or has a written agreement with other capital contributors on the receipt and use of current employees.
owned by private enterprises.
2. Within 03 working days from the date of receipt of the application, the business registration authority shall consider and issue the Certificate of Business Registration if all conditions are satisfied.
conditions specified in Clause 1 of this Article and update the enterprise's legal status on the National Business Registration Database.
3. The converted company automatically inherits the rights and obligations of the private enterprise from the date of issuance of the Certificate of Business Registration. Master
sole proprietorship is personally liable with all its assets for all debts incurred before the date the converted company is granted
Business registration certificate.
Article 206. Suspension, suspension of operations, termination of business
1. The enterprise must notify in writing the business registration agency at least 03 working days before the date of suspension or resumption of business.
business ahead of time announced.
2. The business registration authority, the competent state agency shall request the enterprise to suspend, suspend its operation, or terminate its business in the following cases:
The following:
a) Suspend or terminate conditional business lines, lines of business with conditional market access for foreign investors when
detecting that the enterprise does not fully satisfy the corresponding conditions as prescribed by law;
b) Suspend business at the request of relevant agencies in accordance with the law on tax administration, environment and other relevant laws.
mandarin;
c) Suspend operations, terminate business in one or a number of lines of business or in a number of fields under a court decision.
3. During the period of business suspension, the enterprise must fully pay the outstanding tax, social insurance, health insurance and unemployment insurance amounts; continue to pay the
debts, complete the performance of contracts signed with customers and employees, except where enterprises, creditors, customers and employees have
other agreement.
4. The Government shall detail the order and procedures for coordination between business registration agencies and competent state agencies in the cases specified in Clause 1 of this Article.
Clause 2 of this Article.
Article 207. Cases and conditions for enterprise dissolution doanh
1. An enterprise is dissolved in the following cases:
a) The operation term stated in the company's charter expires without a decision on extension;
b) According to resolutions and decisions of the business owner, for private enterprises, of the Members' Council, for partnerships, of the Members' Council,
company owner, for limited liability companies, of the General Meeting of Shareholders, for joint stock companies;
c) The company no longer meets the minimum number of members as prescribed by this Law for 06 consecutive months without carrying out procedures for conversion of business type.
Karma;
d) The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration.
2. An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or
Arbitration. The relevant manager and the enterprise specified at Point d, Clause 1 of this Article are jointly responsible for the debts of the enterprise.
Article 208. Order and procedures for enterprise dissolution

The dissolution of an enterprise in the cases specified at Points a, b and c, Clause 1, Article 207 of this Law shall comply with the following provisions:
1. To pass resolutions and decisions on dissolution of the enterprise. A resolution or decision on dissolution of an enterprise must contain the following principal contents:
a) Name and address of the head office of the enterprise;
b) Reasons for dissolution;
c) Time limit and procedures for contract liquidation and payment of debts of the enterprise;
d) Plan to handle obligations arising from the labor contract;
dd) Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Members' Council, the Chairman of the Board of Directors;
2. The owner of a private enterprise, the Members' Council or the company owner or the Board of Directors directly organizes the liquidation of the enterprise's assets, except for the case in Article 2.
The company charter stipulates the establishment of a separate liquidation organization;
3. Within 07 working days from the date of adoption, the resolution, dissolution decision and meeting minutes must be sent to the business registration agency, the
tax, employees in the enterprise. Resolutions and decisions on dissolution must be posted on the National Business Registration Portal and listed
publicly at the head office, branch or representative office of the enterprise.
If the enterprise has unpaid financial obligations, it must enclose it with the resolution, dissolution decision and debt settlement plan to its owners.
debtors, persons with related rights, obligations and interests. The debt settlement plan must have the name and address of the creditor; Debt amount, term, place and method of payment
pay that debt; the method and time limit for settling the creditor's complaint;
4. The business registration authority must announce the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal as soon as possible.
upon receipt of the resolution or decision on dissolution of the enterprise. Enclosed with the notice, the resolution, dissolution decision and debt settlement plan (if any) must be posted
have);
5. The debts of the enterprise shall be paid in the following order of priority:
a) Debts in salary, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees
working under the collective labor agreement and signed labor contract;
b) Tax debt;
c) Other debts;
6. After the dissolution costs and debts have been paid, the remainder shall be divided among the private business owners, members, shareholders or owners.
the company according to the percentage of ownership of contributed capital or shares;
7. The legal representative of the enterprise shall send the enterprise dissolution dossier to the business registration agency within 05 working days from the date
pay off all debts of the enterprise;
8. After 180 days from the date of receipt of the resolution or decision on dissolution as prescribed in Clause 3 of this Article, without receiving opinions on the dissolution from
the enterprise or the related party's objection in writing or within 05 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the
update the legal status of the enterprise on the National Database of Business Registration;
9. The Government shall detail the order and procedures for enterprise dissolution.
Article 209. Enterprise dissolution in case the enterprise registration certificate is revoked or under a court decision
The dissolution of an enterprise in the case of revocation of the enterprise registration certificate or a court decision shall be carried out according to the order and procedures.
following procedure:
1. The business registration authority must announce the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal and at the same time
with the issuance of a decision to revoke the Certificate of Business Registration or immediately after receiving the legally effective dissolution decision of the Court. Attached
according to the notice, a decision on revocation of the enterprise registration certificate or a legally effective court decision must be posted;
2. Within 10 days from the date of receiving the decision to revoke the Certificate of Business Registration or the court's decision to take legal effect,
the enterprise must convene a meeting to decide on dissolution. Resolution, decision on dissolution and a copy of the decision on revocation of the Certificate of Business Registration or
Court decisions that have legal effect must be sent to the business registration agency, tax agency, employees in the enterprise and must be posted up.
publicly listed at the head office, branch or representative office of the enterprise. For cases where it is required by law to be published in newspapers, resolutions or decisions
Enterprises must be published in at least 01 printed or electronic newspaper in 03 consecutive issues.
In case the enterprise still has unpaid financial obligations, it must be enclosed with the resolution or decision on dissolution of the enterprise, and the plan on dissolution of the enterprise.
settle debts to creditors, people with related interests and obligations. The notice must contain the name and address of the creditor; debt amount, term, place and method và
pay that debt; the method and time limit for settling the creditor's complaint;
3. The payment of debts of the enterprise shall comply with the provisions of Clause 5, Article 208 of this Law;
4. The legal representative of the enterprise shall send the enterprise dissolution dossier to the business registration agency within 05 working days from the date
pay off all debts of the enterprise;
5. After 180 days from the date of notification of the current state of enterprise dissolution procedures as prescribed in Clause 1 of this Article, without receiving any response
to the related party in writing or within 05 working days from the date of receiving the dissolution dossier, the business registration agency shall update the legal status of the company.
enterprises on the National Business Registration Database;
6. The relevant company manager must take personal responsibility for damage caused by failure to perform or fail to comply with the provisions of this Article.
Article 210. Enterprise dissolution documents
1. An enterprise dissolution dossier includes the following papers:
a) Notice of dissolution of the enterprise;
b) Report on liquidation of enterprise assets; a list of creditors and the amount of debt paid, including payment of tax debts and social insurance contributions,
health insurance, unemployment insurance for employees after deciding to dissolve the enterprise (if any).
2. Members of the Board of Directors of joint-stock companies, members of the Members' Council of limited liability companies, company owners, owners of private enterprises,
The director or general director, general partner, or legal representative of the enterprise is responsible for the truthfulness and accuracy of the settlement dossier.
enterprise body.
3. In case the dissolution dossier is inaccurate or forged, the persons specified in Clause 2 of this Article shall be jointly responsible for paying the benefits of the person specified in Clause 2 of this Article.
unresolved labor, unpaid taxes, and other unpaid debts and take personal responsibility before the law for the consequences arising during this period.
5 years from the date of submitting the application for dissolution of the enterprise to the business registration agency.
Article 211. Prohibited activities since the dissolution decision
1. Since the decision to dissolve the enterprise is issued, the enterprise and its manager are strictly prohibited from performing the following activities:
a) Concealing or dispersing property;
b) Relinquish or reduce the right to collect debt;
c) Convert unsecured debts into secured debts with assets of the enterprise;
d) Sign a new contract, except for the case of dissolution of the enterprise;
dd) Pledge, mortgage, donate or lease property;
e) Termination of performance of an effective contract;
g) Mobilizing capital in any form.
2. Depending on the nature and seriousness of their violations, individuals who commit violations specified in Clause 1 of this Article may be administratively sanctioned or examined for liability.
criminal liability; If damage is caused, compensation must be made.
Article 212. Revocation of the Certificate of Business Registration
1. The enterprise registration certificate shall be revoked in the following cases:
a) The information declared in the enterprise registration dossier is forged;
b) Enterprises established by persons banned from establishing enterprises as prescribed in Clause 2, Article 17 of this Law;
c) The enterprise ceases its business operation for 1 year without notifying the business registration authority and the tax authority;
d) The enterprise fails to send the report as prescribed at Point c, Clause 1, Article 216 of this Law to the business registration agency within 06 months from the date of issue.
deadline for submitting a report or having a written request;
dd) Other cases according to court decisions or requests of competent agencies as prescribed by law.
2. The Government shall prescribe the order and procedures for revocation of the Certificate of Business Registration.
Article 213. Termination of operation of branches, representative offices and business locations
1. An enterprise's branch, representative office or business location may terminate its operation under the decision of the enterprise itself or under the decision of such enterprise.
to revoke the Certificate of operation registration of a branch or representative office of a competent state agency.
2. The legal representative of the enterprise and the head of the branch or representative office whose operation is terminated are jointly responsible for the integrity of the enterprise.
truthfulness and accuracy of records on termination of branches, representative offices, and business locations.
3. Enterprises whose branches have ceased to operate are responsible for performing contracts, paying debts, including tax debts of the branch, and continuing to operate.
continue to employ employees or fully settle legal benefits for employees who have worked at the branch in accordance with the law.
4. The Government shall detail this Article.
Article 214. Bankruptcy of enterprises
The bankruptcy of enterprises shall comply with the provisions of the bankruptcy law.
Chapter X
TERMS ENFORCEMENT
Article 215. Responsibilities of state management agencies
1. The Government performs the unified state management of enterprises.
2. Ministries and ministerial-level agencies are responsible before the Government for the performance of their assigned tasks in the state management of enterprises.
3. Provincial-level People's Committees shall perform the state management of enterprises within their localities.
4. Ministries, ministerial-level agencies and relevant agencies, provincial-level People's Committees, within the scope of their assigned tasks and powers, are responsible for establishing results
Connect, communicate and share information with the National Database on Business Registration the following information:
a) Information about the business license, certificate of business eligibility, practice certificate, certificate or written approval of business conditions;
issued to the enterprise by the enterprise and decided to sanction the enterprise's administrative violations;
b) Information on the operation and tax payment of the enterprise from the tax report; financial statements of the enterprise;
c) Coordinate and share information on business operations to improve the effectiveness of state management.
5. The Government shall detail this Article.
Article 216. Business registration authority
1. Business registration agencies have the following tasks and powers:
a) Handle the business registration and issue the Certificate of business registration in accordance with the law;
b) Coordinating in building and managing the national information system on business registration; publicize and provide information to state agencies, organizations and individuals that have
required by law;
c) Request enterprises to report on compliance with this Law when deeming it necessary; to urge the enterprise to fulfill its reporting obligations;
d) Directly or request a competent state agency to inspect and supervise the enterprise according to the contents of the enterprise registration dossier;
dd) Be responsible for the validity of the enterprise registration dossier, not responsible for the violations of the enterprise occurring before and after the registration.
enterprise;
e) Handling violations of the law on business registration; revoke the certificate of enterprise registration and request the enterprise to carry out dissolution procedures
in accordance with this Law;
g) Other duties and powers as prescribed by this Law and other relevant laws.
2. The Government shall prescribe the organizational system of business registration agencies.
Article 217. Implementation provisions
1. This Law takes effect from January 1, 2021.
2. Enterprise Law No. 68/2014/QH13 shall cease to be effective from the effective date of this Law.
3. Replace the phrase "state enterprise" with the phrase "enterprise in which 100% of charter capital is held by the State" specified at point m, clause 1, Article 35 and point k.
Clause 1, Article 37 of the Law on State Budget No. 83/2015/QH13; Point a, Clause 3, Article 23 of the Law on Irrigation No. 08/2017/QH14 has been amended and supplemented with some
Articles under Law No. 35/2018/QH14; Point b, Clause 2, Article 74 of the Civil Procedure Code No. 92/2015/QH13, which has been amended and supplemented with a number of articles under Law No.
45/2019/QH14; Point a, Clause 2, Article 43 of the Law on Management and Use of Weapons, Explosives and Support Tools No. 14/2017/QH14 has been amended and supplemented with a number of articles.
according to Law No. 50/2019/QH14; Article 19 of the Law on Denunciations No. 25/2018/QH14; Articles 3, 20, 30, 34, 39 and 61 of the Law on Anti-Corruption No. 36/2018/QH14.
4. The Government shall regulate the registration and operation of business households.
5. Pursuant to the provisions of this Law, the Government shall detail the organization, management and operation of state-owned enterprises directly serving national defense and security.
security or combine economic with national defense and security.
Article 218. Transitional provisions
1. Companies that do not have shares or capital contributions held by the State that contribute capital or purchase shares before July 1, 2015 are not required to make capital contributions or purchase shares before July 1, 2015.
existing under the provisions of Clause 2, Article 195 of this Law, but the cross-ownership ratio must not be increased.
2. Subjects are enterprise managers, controllers and authorized representatives who do not fully satisfy the criteria and conditions specified at Point b, Clause
5 Article 14, Clause 3 Article 64, Clause 3 Article 93, Clause 3 Article 101, Points a, b and c Clause 3 Article 103, Point d Clause 1 Article 155, Point b Clause 5 Article 162 and
Clause 2, Article 169 of this Law may continue performing their duties until the end of the remaining term of the term.

PRESIDENT OF CONGRESS
(Signed)

Nguyen Thi Kim Ngan

