LAW ON ENTERPRISESPursuant to the Constitution of the Socialist Republic ofVietnam;
The National Assembly promulgates the Law on Enterprises.
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Chapter I
GENERALPROVISIONS
Article 1. Scope
This Law provides for establishment, management,reorganization, dissolution and relevant activities of enterprises, includinglimited liability companies, joint stock companies, partnerships and soleproprietorships; groups of companies.
Article 2. Regulated entities
1. Enterprises.
2. Organizations and individuals relevant to establishment,management, reorganization, dissolution and relevant activities of enterprises.
Article 3. Application of the Law onEnterprises and other laws
In case there are other laws that provide forestablishment, management, reorganization, dissolution and relevant activitiesof special enterprises, regulations of these laws shall apply.
Article 4. Definitions
For the purpose of this document, the terms below areconstrued as follows:
1. “copy” means a copy extracted from master register or acopy that has been certified by a competent organization or compared to theoriginal document.
2. “foreigner” means a person who has a foreign nationalityaccording to his/her documents.
3. “shareholder” means the individual or organization thatholds at least a share of a joint stock company.
4. “founding shareholder” means a shareholder that holds atleast an ordinary share and has his/her signature in the list of shareholdersthat are also founder of the joint stock company.
5. “dividend” means a net profit on each share in cash orother assets.
6. A “company” can be a limited liability company, jointstock company or partnership.
7. A “limited liability company” can be a single-memberlimited liability company or multiple-member limited liability company.
8. “National Enterprise Registration Portal” means a webportal used for enterprise registration and access and publishing of enterpriseregistration.
9. “national enterprise registration database” means thecollection of nationwide enterprise registration data.
10. “enterprise” means an organization that has a propername, assets, premises, is established or registered in accordance with law forbusiness purposes.
11. A “state-owned enterprise” means an enterprise morethan 50% charter capital or voting shares of which is held by the State asprescribed in Article 88 of this Law.
12. A “Vietnamese enterprise” means an enterprise that isregistered in accordance with Vietnam’s law and has its headquarters locatedwithin Vietnam.
13. “mailing address” means the address registered as theheadquarters of an organization; the permanent residence, working place oranother address of an individual that is registered as mailing address with anenterprise.
14. “market value” of a stake or share means the price atwhich the stake or share is traded on the market at the nearest time, the priceagreed on by the buyer and the seller, or the price determined by a valuationorganization.
15. “Certificate of Enterprise Registration” means aphysical or electronic document bearing enterprise registration informationprovided for the enterprise by a business registration authority.
16. “legal documents” of an individual include the ID card(old or new format), passport and other legal personal identificationdocuments.
17. “legal documents” of an enterprise include theEstablishment Decision, Certificate of Enterprise Registration and equivalentdocuments.
18. “capital contribution” means the contribution ofcapital as charter capital to establish a new company or contribution ofadditional capital to an existing company.
19. “National EnterpriseRegistration Information System” includes the National Enterprise RegistrationPortal, national enterprise registration database, relevant databases andtechnical infrastructure.
20. “valid application” means an application that containsadequate documents specified in this Law and all the documents are completed asprescribed by law.
21. “business” or “business operation” means continuousexecution of one, some or all stages including investment, manufacturing, saleor provision of services on the market for profit.
22. “relatives” of a person include: the spouse, biologicalparents, adoptive parents, parents-in-laws, biological children, adoptedchildren, children-in-law, biological siblings, siblings-in-law and biologicalsiblings of the spouse.
23. “related person” means any individual or organizationthat has a direct or indirect relationship with an enterprise in the followingcases:
a) The parent company, its executive and legalrepresentative, and the person who has the power to designate the executiveofficer of the parent company;
b) The subsidiary company, its executive and legalrepresentative;
c) Any individual, organization or group of individuals ororganizations that can influence the enterprise’s operation through ownership,acquisition of shares/stakes or making corporal decisions;
d) The enterprise’s executive, legal representative,controllers;
dd) Spouses, biological parents, adoptive parents,parents-in-laws, biological children, adopted children, children-in-law,biological siblings, siblings-in-law and biological siblings of spouses of theexecutive officer, legal representative, controllers, members/partners andshareholders holding the controlling stakes/shares;
e) Any individual that is the authorized representative ofthe companies or organizations mentioned in Point a, b and c of this Clause;
g) Any enterprise in which an individual, company ororganization mentioned in Points a, b, c, d, dd and e of this Clause has thecontrolling interest.
24. “executive of an enterprise means the owner of a soleproprietorship, a general partner of a partnership, chairperson or member ofthe Member/Partner Assembly, President of a company, President or member of theBoard of Directors, Director/General Director, or holder of another managerialposition prescribed in the company’s charter.
25. “founder” means the individual or organization thatestablishes or contributes capital to establish an enterprise.
26. “foreign investor” means an individual or organizationas defined by the Law on Investment.
27. “stake” means the total value of assets that amember/partner has contributed or promises to contribute to a limited liabilitycompany/partnership. “holding” means the ratio of a member/partner’s stake tothe charter capital of the limited liability company/partnership.
28. “public products and services” are essential productsand services of a country, area or community, thus have to be maintained by theState for assurance of common interests or defense and security, and the costsof provision of which under market mechanism are hardly recoverable.
29. “member” or “partner” means the individual ororganization that holds part or all of charter capital of a limited liabilitycompany or partnership.
30. A “partner” of a partnership can be a general partneror limited partner.
31. “reorganization” of an enterprise means the fulldivision, partial division, consolidation, acquisition or conversion of anenterprise.
32. “foreign organization” means an organizationestablished overseas under the foreign country’s laws.
33. “voting capital” means the stake or share that endowsthe holder the right to vote on the issues within the jurisdiction of the Boardof Members or General Meeting of Shareholders.
34. “charter capital” means the total value of assets thathave been contributed or promised by the members/partners/owners when thelimited liability company or partnership is established; or the total ofnominal values of the sold or subscribed shares when a joint stock company isestablished.
Article 5. Protection of enterprisesand their owners by the State
1. The State recognizes the long-term existence anddevelopment of the types of enterprises prescribed in this Law; ensuresequality of enterprises before the law regardless of their types of businessand economic sector; recognizes lawful profitability of business operation.
2. The State recognizes and protects the rights toownership of assets, capital, income, other lawful rights and interests ofenterprises and their owners.
3. Lawful assets and capital of enterprises and theirowners shall not be nationalized or administratively confiscated. Unlessstrictly necessary, the State may purchase or requisition assets ofenterprises, in which case these enterprises shall be paid or reimbursed for inaccordance with regulations of law on purchase and requisitioning of assets andin a manner that ensures the enterprises’ interests and non-discriminationamong the types of business.
Article 6. Internal politicalorganizations, socio-political organizations and employee representativeorganizations of enterprises
1. The internal political organization, socio-politicalorganization and employee representative organization of an enterprise shalloperate in accordance with the Constitution, the law and the enterprise’scharter.
2. Enterprises shall respect and not obstruct theestablishment of internal political organizations, socio-politicalorganizations and employee representative organizations; must not obstructparticipation of their employees in such organizations.
Article 7. Rights of enterprises
Every enterprise has the right to:
1. Freely engage in any business line that is not banned bylaw.
2. Freely run the business and choose a type of businessorganization; choose business lines, area of operation and type of operation;change the scale of business and business lines.
3. Choose the method of mobilizing, distributing and usingcapital.
4. Freely find markets, customers and enter into contracts.
5. Export and import.
6. Hire employees in accordance with employment laws.
7. Apply technological advances to improve businessefficiency; have intellectual property rights protected in accordance withintellectual property laws.
8. Acquire, use, dispose of their assets.
9. Reject unlawful requests for provision of resources fromother organizations and individuals.
10. File complaints and participate in proceedings asprescribed by law.
11. Other rights prescribed by law.
Article 8. Obligations ofenterprises
1. Maintain the fulfillment of conditions for conductingrestricted business lines and business lines restricted to foreign investors(hereinafter referred to as “restricted business lines”) prescribed by lawthroughout the course of business operation.
2. Apply for enterprise registration; register changes toenterprise registration information; publish information about theestablishment and operation of the enterprise; submit reports and fulfill otherobligations prescribed by this Law.
3. Take responsibility for the accuracy of information inthe enterprise registration application and reports; promptly rectify incorrectinformation if found.
4. Organize accounting works; pay taxes and fulfill otherfinancial obligations prescribed by law.
5. Protect lawful rights and interests of employees asprescribed by law; do not discriminate against or insult employees; do notmistreat or force employees to work; do not employ minors against the law;enable employees to improve their vocational skills through training; buysocial insurance, unemployment insurance, health insurance and other insurancefor employees as prescribed by law.
6. Other obligations prescribed by law.
Article 9. Rights and obligations ofenterprises providing public products and services
An enterprise providing public products and services shall:
1. Have the rights and obligations specified in Article 7,Article 8 and relevant regulations of this Law.
2. Be reimbursed in accordance with bidding laws or collectpayments as prescribed by competent authorities.
3. Have appropriate time to provide products/services torecoup investment and make reasonable profit.
4. Provide products/services with adequate quantity, goodquality and on schedule at the prices imposed by competent authorities.
5. Ensure fairness and convenience for customers.
6. Take legal responsibility for the quantity, quality,supply conditions and prices for their products/services.
Article 10. Criteria, rights andobligations of social enterprises
1. A social enterprise shall:
a) Be registered in accordance with this Law;
b) Operate for the purposes of resolving social andenvironmental issues for public interests;
c) Use at least 51% of the annual post-tax profit forre-investment to achieved registered targets.
2. In addition to the rights and obligations of anenterprise prescribed in this Law, a social enterprise also has the followingrights and obligations:
a) The owner or executive of a social enterprise shall beenabled to obtain relevant licenses and certificates prescribed by law;
b) A social enterprise may raise and receive donations fromindividuals, enterprises, non-governmental organizations and other Vietnameseand foreign organizations to cover its administrative expenses and operatingcosts;
c) Adhere to the objectives and fulfill the conditionsspecified in Point b and Point c Clause 1 of this Article throughout its courseof operation;
b) Do not use donations for purposes other than coveringadministrative expenses and operating costs and resolving the social andenvironmental issues registered by the enterprise;
dd) When receiving donations and aids, submit annualreports on the enterprise’s operation to a competent authority;
3. Inform the competent authority when an social orenvironmental objective is terminated or profit is not used for re-investmentin accordance with Point b and Point c Clause 1 of this Article.
4. The State shall adopt policies to encourage and assistin development of social enterprises.
5. The Government shall elaborate this Article.
Article 11. Document retention
1. An enterprise, depending on its type of business, shallretain the following documents:
a) The charter, internal rules and regulations; themember/partner/shareholder register;
b) The certificate of Industrial property rights; thecertificate of registration of product/service quality; other licenses andcertificates;
c) Documents proving the enterprise’s ownership of itsassets;
d) Votes, vote counting records, minutes of meetings of theBoard of Members/Partners, General Meeting of Shareholders, Board of Directors;the enterprise’s decisions;
dd) The prospectus for offering or listing securities;
e) Reports of the Board of Controllers, verdicts ofinspecting authorities and audit organizations;
g) Accounting books, accounting records and annualfinancial statements.
2. The documents mentioned in Clause 1 of this Articleshall be retained at the enterprise’s headquarters or another locationspecified in the enterprise’s charter for a period of time prescribed by law.
Article 12. The enterprise’s legalrepresentative
1. The enterprise’s legal representative is the person that,on behalf of the enterprise, exercises and performs the rights and obligationsderived from the enterprise’s transactions, acts as the plaintiff, defendant orperson with relevant interests and duties before in court, arbitration, andperforms other rights and obligations prescribed by law.
2. A limited liability company or joint stock company mayhave one or more than one legal representative. The enterprise’s charter shallspecify the quantity, position, rights and obligations of its legal representatives.In case there are more than one legal representative, the charter shall specifythe rights and obligations of each of them. Otherwise, each of the legalrepresentatives shall fully representative the enterprise and take jointresponsibility for any damage to the enterprise as prescribed by civil laws andrelevant laws.
3. An enterprise shall have at least one legalrepresentative residing in Vietnam. Whenever this representative leavesVietnam, he/she has to authorize another Vietnamese resident, in writing, toact as the legal representative, in which case the authorizing person is stillresponsible for the authorized person’s performance.
4. In case the authorizing person has not returned toVietnam when the letter of authorization mentioned in (3) expires and does nothave any further actions:
a) In case the enterprise is a sole proprietorship, theauthorized person shall continue acting as the enterprise’s legalrepresentative until the authorizing person returns;
b) In case the enterprise is a limited liability company,joint stock company or partnership, the authorized person shall continue actingas the enterprise’s legal representative until the authorizing person returnsor until the enterprise’s owner, Board of Members/Partners or Board of Directorsdesignates another legal representative.
5. In case the only legal representative of an enterpriseshe is not present in Vietnam for more than 30 days without authorizing anotherperson to act as the enterprise’s legal representative, or is dead, missing,facing criminal prosecution, kept in temporary detention, serving animprisonment sentence, serving an administrative penalty in a correctionalinstitution or rehabilitation center, has limited legal capacity or isincapacitated, has difficulty controlling his/her own behaviors, is banned bythe court from holding certain positions or doing certain works, theenterprise’s owner, Board of Members/Partners or Board of Directors shallappoint another legal representative, except for the cases specified in Clause6 of this Article.
6. In a two-member limited liability company, if the memberwho is the company’s legal representative is dead, missing, facingcriminal prosecution, kept in temporary detention, serving an imprisonmentsentence, serving an administrative penalty in a correctional institution orrehabilitation center, making getaway; has limited legal capacity or isincapacitated, has difficulty controlling his/her own behaviors, is banned bythe court from holding certain positions or doing certain works, the othermember shall obviously assume the position of the company’s legalrepresentative until the Board of Members issues a new decision on thecompany’s legal representative.
7. The court and other proceeding authorities are entitledto appoint the legal representative who participates in proceedings asprescribed by law.
Article 13. Responsibilities of theenterprise’s legal representative
1. An enterprise’s legal representative shall:
a) Exercise and perform his/her rights and obligations inan honest and prudent manner to protect the enterprise’s lawful interests;
b) Be loyal to the enterprise’s interests; not abusehis/her power and position or use the enterprise’s information, secrets,business opportunities and assets for personal gain or serve any otherorganization’s or individual’s interests;
c) Promptly and fully provide the enterprise withinformation about the enterprises that he/she or his/her related person owns orhas shares/stakes in as prescribed in this Law.
2. The enterprise’s representative shall be personallyresponsible for any damage to the enterprise within the limits ofresponsibilities specified in Clause 1 of this Article.
Article 14. Authorizedrepresentatives of the owner/members/partners/shareholders that are organizations
1. Authorized representatives of theowner/members/partners/shareholders that are organizations shall be authorizedin writing by the owner/members/partners/shareholders in accordance with thisLaw.
2. Unless otherwise prescribed by the charter, thedesignation of the authorized representative shall comply with the followingregulations:
a) An organization that is a member of a multiple-memberlimited liability company and holds at least 35% of charter capital maydesignate up to 03 authorized representatives;
b) An organization that is a shareholder of a joint stockcompany and holds at least 10% of ordinary shares may designate up to 03authorized representatives.
3. In case the owner/members/partners/shareholdersdesignate more than one authorized representative, the holding represented byeach of them shall be specified. Otherwise, the total holding shall be equallydivided among the authorized representatives.
4. The document designating the authorized representativeshall be informed to the company, be effective on the date it is received bythe company and contain the following information:
a) Names, enterprise identification (EID) numbers,headquarters addresses of the owner/members/partners/shareholders;
b) Quantity of authorized representatives and theirholdings;
c) Full name, mailing address, nationality, legal documentnumber of each authorized representative;
d) The beginning date and duration of authorization of eachauthorized representative;
dd) Full names and signatures of the legal representativesof the owner/members/partners/shareholders and of the authorizedrepresentatives.
5. An authorized representative shall satisfy the followingrequirements:
a) The authorized representative is not an entity specifiedin Clause 2 Article 17 of this Law;
b) Members/partners/shareholders of state-owned enterprisesprescribed in Point b Clause 1 Article 88 of this Law must not designate arelative of the executive and the person having the power to designate theexecutive as representative of another company;
c) Other requirements specified in the company’s charter.
Article 15. Responsibilities ofauthorized representatives of the owner/members/partners/shareholders that areorganizations
1. Authorized representatives of the owner/members/partners/shareholdersshall exercise and perform their rights and obligations in accordance with thisLaw. All limits imposed by the owner/members/partners/shareholders to theauthorized representatives’ performance at the Board of Members/Partners orGeneral Meeting of Shareholders shall not apply to any third party.
2. Authorized representatives have the responsibility toattend all meetings of the Board of Members/Partners or General Meeting ofShareholders; exercise and perform the authorized rights and obligations in anhonest and prudent manner to protect lawful interest of theowner/members/partners/shareholders that designated them.
3. Authorized representatives shall be responsible to theowner, members/partners/shareholders for fulfillment of the responsibilitiesspecified in this Article. The owner, members/partners/shareholders thatdesignate these authorized representatives shall be responsible to thirdparties for performance of these authorized representative.
Article 16. Prohibited actions
1. Issuing or refusing to issue the Certificate ofEnterprise registration against regulations of this Law; requesting the founderto submit additional documents against regulations of this Law; delaying,obstructing, harassing enterprise founders and business operation ofenterprises.
2. Obstructing the enterprise’s owner,members/partners/shareholders from performing their rights and obligationsprescribed in this Law and the enterprise’s charter.
3. Doing business as an enterprise without applying forenterprise registration; carrying on busines operation after the Certificate ofEnterprise Registration has been revoked or while the enterprise is beingsuspended.
4. Providing dishonest or incorrect information in theenterprise registration application or application for changes to enterpriseregistration information.
5. Declaring false charter capital; failure to contributeadequate charter capital as registered; deliberate contribution of assets withfalse value.
6. Engaging in banned business lines or business lines fromwhich foreign investors are banned; engaging in restricted business lineswithout fulfillment of conditions or failure to maintain fulfillment ofconditions during operation in restricted business lines.
7. Frauds, money laundering, terrorism financing.
ChapterII
ENTERPRISE ESTABLISHMENT
Article17. The rights to establish, contributecapital, buy shares/stakes and manage enterprises
1. Organizations and individuals have the right toestablish and manage enterprises in Vietnam in accordance with this Law, exceptfor the cases specified in Clause 2 of this Article.
2. The following organizations and individuals do not havethe right to establish and manage enterprises in Vietnam:
a) State authorities, People’s armed forces usingstate-owned assets to establish enterprises to serve their own interests;
b) Officials and public employees defined by the Law onOfficials and the Law on Public Employees;
c) Commissioned officers, non-commissioned officers, careermilitary personnel, military workers and public employees in agencies and unitsof Vietnam People’s Army; commissioned officers, non-commissioned officers andpolice workers in police authorities and units, except for those designated andauthorized representatives to manage state-owned stakes in enterprises or tomanage state-owned enterprises;
d) Executive officers and managers of state-ownedenterprises prescribed in Point a Clause 1 Article 88 of this Law, except thosewho are designated as authorized representatives to manage state-owned stakesin other enterprises;
dd) Minors; people with limited legal capacity;incapacitated people; people having difficulties controlling their behaviors;organizations that are not juridical persons;
e) People who are facing criminal prosecution, kept intemporary detention, serving an imprisonment sentence, serving anadministrative penalty in a correctional institution or rehabilitation center,has limited legal capacity or is incapacitated, is not able to control his/herown behaviors, is banned by the court from holding certain positions or doingcertain works; other cases prescribed by the Law on Bankruptcy and theAnti-corruption Law.
If requested by the business registration authority, theapplicant shall submit the judicial records;
g) Juridical persons that are banned from businessoperation or banned from certain fields as prescribed by the Criminal Code.
3. Organizations and individuals have the right tocontribute capital, buy shares and stakes of joint stock companies, limitedliability companies and partnerships in accordance with this Law, except:
a) State authorities, People’s armed forces contributingstate-owned assets to enterprises to serve their own interests;
b) The entities that are not allowed to contribute capitalto enterprises prescribed by the Law on Officials, the Law on Public Employees,and Anti-corruption Law.
4. The act of serving one’s own interests mentioned inPoint a Clause 2 and Point a Clause 3 of this Article means the use of incomesfrom business operation, capital contribution, acquisition of shares/stakes forany of the following purposes:
a) Any kind of distribution to some or all of the personsspecified in Point b and Point c Clause 2 of this Article;
b) Inclusion in the operating budget of theorganization/unit against state budget laws;
c) Establishment or contribution to an internal fund of theorganization/unit.
Article 18. Pre-registrationcontracts
1. The enterprise’s founder may sign contracts serving theestablishment and operation of the enterprise before and during the process ofenterprise registration.
2. When the Certificate of Enterprise Registration isgranted, the enterprise shall continue exercising and performing the rights andobligations under the concluded contracts mentioned in Clause 1 of this Article,and the parties shall transfer the rights and obligations in accordance withthe Civil Code, unless prescribed by the contracts.
3. IN case the Certificate of Enterprise Registration isnot granted, the persons who conclude the contracts mentioned in Clause 1 ofthis Article are responsible for their execution. Any other participant in theestablishment of the enterprise is also responsible for the execution of thesecontracts.
Article 19. Application forregistration of a sole proprietorship
1. The enterprise registration application form.
2. Copies of legal documents of the sole proprietorship’sowner.
Article 20. Application forregistration of a partnership
1. The enterprise registration application form.
2. The company”s charter.
3. The list of partners.
4. Copies of legal documents of the partners.
5. Copies of the Certificate of Investment Registration offoreign investors as prescribed by the Law on Investment.
Article 21. Application forregistration of a limited liability company
1. The enterprise registration application form.
2. The company”s charter.
3. The list of members.
4. Copies of:
a) Legal documents of members who are individuals and legalrepresentatives;
b) Legal documents of members that are organizations,documents about designation of authorized representatives and their legaldocuments.
Legalized copies of legal documents of the members that areforeign organizations.
c) The Certificate of Investment Registration of foreigninvestors as prescribed by the Law on Investment.
Article 22. Application forregistration of a joint stock company
1. The enterprise registration application form.
2. The company”s charter.
3. The list of founding shareholders; the list ofshareholders that are foreign investors.
4. Copies of:
a) Legal documents of founding shareholders andshareholders that are foreign investors who are individuals and legalrepresentatives;
b) Legal documents of shareholders that are organizations,documents about designation of authorized representatives; legal documents of authorizedrepresentatives of founding shareholders and shareholders that are foreignorganizations.
Legalized copies of legal documents of the members that areforeign organizations.
c) The Certificate of Investment Registration of foreigninvestors as prescribed by the Law on Investment.
Article 23. Content of theenterprise registration application form
The following information shall be provided in theenterprise registration application form:
1. The enterprise’s name;
2. The enterprise’s headquarters, phone number, fax number,email address (if any);
3. The enterprise’s business lines;
4. The charter capital (or investment capital if theenterprise is a sole proprietorship);
5. Types of shares, face value of each type and totalauthorized shares of each type if the enterprise is a joint stock company;
6. Tax registration information;
7. Expected quantity of employees;
8. Full name, signature, mailing address, nationality andlegal documents of each partner (for partnerships) or the owner (for soleproprietorships);
9. Full name, signature, mailing address, nationality andlegal documents of the legal representative (for limited liability companiesand joint stock companies).
Article 24. The company”s charter.
1. The company”s charter includes the initial chartersubmitted upon enterprise registration and revisions made during the operation.
2. Primary contents of the company”s charter:
a) The company’s name, addresses of the headquarters,branches and representative offices (if any);
b) The company’s business lines;
c) The charter capital; total quantity of shares, types ofshares and face value of each type (for joint stock companies);
d) Full name, mailing address, nationality of each partner(for partnerships), the owner and each member (for limited liability companies)or the founding shareholders (for joint stock companies). Stakes held byeach member or partner (for limited liability companies and partnerships) andvalues thereof. Quantity of shares, types of shares and value of each type heldby founding shareholders (for joint stock companies);
dd) Rights and obligations of the members or partners (forlimited liability companies and partnerships) or shareholders (for joint stockcompanies);
e) The organizational structure;
g) Quantity, titles, rights and obligations of each of theenterprise’s legal representatives;
h) Method for ratifying the company’s decisions; rules forsettlement of internal disputes;
i) Basis and method for determination of salaries andbonuses of the executives and controllers;
k) Cases in which members/shareholders may request thecompany to repurchase their stakes/shares (For limited liabilitycompanies/joint stock companies);
l) Rules for distribution of post-tax profits andsettlement of business losses;
m) Cases of dissolution; procedures for dissolution andliquidation of the company’s assets;
m) Procedures for revising the company”s charter.
3. The initial company”s charter shall contain the fullnames and signatures of:
a) For partnerships, the partners;
b) For single-member limited liability companies, the ownerthat is an individual or the legal representative of the owner that is anorganization;
c) For multi-member limited liability companies, themembers that are individuals or authorized representatives of members that areorganizations;
d) For joint stock companies, founding shareholders thatare individuals and legal representatives or authorized representatives offounding shareholders that are organizations.
4. The revised company”s charter shall contain the fullnames and signatures of:
a) For partnerships, the President of the Partner Assembly;
b) For single-member limited liability companies, the owneror the owner’s legal representative;
c) For multi-member limited liability companies and jointstock companies, the legal representative.
Article 25. List ofmembers/partners of a limited liability company/partnership; list of foundingshareholders and foreign shareholders of a joint stock company
The List of members/partners of a limited liabilitycompany/partnership; the list of founding shareholders and foreign shareholdersof a joint stock company shall contain:
1. Full names, signatures, nationalities, mailing addressesof members/partners/founding shareholders/foreign shareholders that areindividuals;
2. Names, EID numbers, addresses of headquarters ofmembers/partners/founding shareholders/foreign shareholders that areorganizations;
3. Full names, signatures, nationalities, mailing addressesor legal representatives or authorized representatives of members/partners/foundingshareholders/foreign shareholders that are organizations;
4. Stakes and values thereof, holdings, types, quantitiesand values of assets contributed as capital, capital contribution time of eachmember/partner (for limited liability companies and partnerships); types andquantities of shares, holdings, types, quantities and values of assetscontributed as capital, capital contribution period of each foundingshareholder and foreign shareholder (for joint stock companies).
Article 26. Enterprise registrationprocedures
1. The enterprise’s founder or the authorized person shallapply for enterprise registration at the business registration authority asfollows:
a) Direct application at the business registrationauthority;
b) Submission of the application by post;
c) Online enterprise registration.
2. Online enterprise registration means the enterprise’sfounder submitting the electronic enterprise registration application to theNational Enterprise Registration Portal. An electronic enterprise registrationapplication shall contain the information prescribed in this Law and has thesame legal value as a physical one.
3. Applicants may choose between digital signatures andbusiness registration accounts for online enterprise registration.
4. A business registration account means an account createdby the National Enterprise Registration Information System for an individual toapply for online enterprise registration. The account holder is legallyresponsible for the obtainment and use of the account for online enterpriseregistration.
5. Within 03 working days from the receipt of theapplication, the business registration authority shall consider the validity ofthe application and decide whether to issue enterprise registration. Thebusiness registration authority shall inform the applicant of necessarysupplementation in writing if the application is invalid or inform theapplicant and provide explanation if the application is rejected.
6. The Government shall provide detailed regulations on documentationand interconnected procedures for enterprise registration.
Article 27. Issuance of theCertificate of Enterprise Registration
1. An enterprise will be granted the Certificate ofEnterprise Registration when the following conditions are fully satisfied:
a) The registered business lines are not banned;
b) The enterprise’s name is conformable with regulations ofArticles 37, 38, 39 and 41 of this Law;
c) The enterprise registration application is valid;
d) The enterprise registration fees are fully paid inaccordance with regulations of law on fees and charges.
2. In case a Certificate of Enterprise Registration is lostor damaged, it will be reissued at a fee prescribed by law.
Article 28. Content of theCertificate of Enterprise Registration
A Certificate of Enterprise Registration shall contain thefollowing information:
1. The enterprise’s name and EID number;
2. The enterprise’s headquarters address;
3. Full name, signature, mailing address, nationality andlegal document number of the legal representative (for limited liabilitycompanies and joint stock companies), each partner (for partnerships), theowner (for sole proprietorships). Full name, mailing address, nationality andlegal document number of each member that is an individual; name, EID numberand headquarters address of each member that is an organization (for limitedliability companies);
4. The charter capital (or investment capital if theenterprise is a sole proprietorship).
Article 29. Enterpriseidentification (EID) number
1. EID number is a serial number generated by the NationalEnterprise Registration Information System, issued to the enterprise when it iscreated and written on the Certificate of Enterprise Registration. Eachenterprise shall have a sole EID number, which must not be issued to any otherenterprise.
2. The EID number shall be used for paying taxes, followingadministrative procedures, exercising and performing other rights andobligations.
Article 30. Registering revisionsto the Certificate of Enterprise Registration
1. Revisions to any of the information specified in Article28 of this Law on the Certificate of Enterprise Registration shall beregistered by the enterprise with the business registration authority.
2. An application for revision shall be submitted within 10days from day on which the change occurs.
3. Within 03 working days from the receipt of theapplication for revision, the business registration authority shall considerthe validity of the application and decide whether to issue a new Certificateof Enterprise Registration. The business registration authority shall informthe applicant of necessary supplementation in writing if the application isinvalid or inform the applicant and provide explanation if the application isrejected.
4. Procedures for registering revisions to the Certificateof Enterprise Registration under a court decision or arbitration award:
a) The applicant shall submit the application for revisionto the competent business registration authority within 15 days from the effectivedate of the court decision or arbitration award. The application shall includecopies of the effective court decision or arbitration award;
b) Within 03 working days from the receipt of theapplication, the business registration authority shall consider issuing a newCertificate of Enterprise Registration in accordance with the effective courtdecision or arbitration award. The business registration authority shall informthe applicant of necessary supplementation in writing if the application is invalidor inform the applicant and provide explanation if the application is rejected.
5. The Government shall provide for documentation andprocedures for registering revisions to the Certificate of EnterpriseRegistration.
Article 31. Notification of changesto enterprise registration information
1. The enterprise shall notify the business registrationauthority of any change to:
a) The enterprise’s business lines;
b) The founding shareholders and foreign shareholders (forjoint stock companies, except listed companies);
c) Other content of the enterprise registrationapplication.
2. The enterprise shall notify a change to enterpriseregistration information within 10 days from its occurrence.
3. A joint stock company shall send a written notificationto the business registration authority in charge of the area where the companyis headquartered within 10 days from the occurrence of the change to foreignshareholders registered in the company’s shareholder register. Such anotification shall contain:
a) The company’s name, EID number, headquarter address;
b) For foreign shareholders who transfer their shares:Names and headquarter addresses of shareholders that are organizations; fullnames, nationalities, mailing addresses of shareholders that are individuals;quantities and types of shares they are holding; quantities and types of sharesbeing transferred;
c) For foreign shareholders who receive shares: Names andheadquarter addresses of shareholders that are organizations; full names,nationalities, mailing addresses of shareholders that are individuals;quantities and types of shares being received; their holdings;
d) Full names and signatures of the company’s legalrepresentatives.
4. Within 03 working days from the receipt of thenotification, the business registration authority shall consider its validityand decide whether to accept the change. The business registration authorityshall inform the enterprise of necessary supplementation in writing if theapplication is invalid or inform the applicant and provide explanation if thechange is not acceptable.
5. Procedures for notifying changes to enterpriseregistration information under a court decision or arbitration award:
a) The organization or individual that requests to make thechange (the requester) shall send a notification to the competent businessregistration authority within 10 days from the effective date of the courtdecision or arbitration award. The notification shall include copies of theeffective court decision or arbitration award;
b) Within 03 working days from the receipt of thenotification, the business registration authority shall consider accepting thechange in accordance with the effective court decision or arbitration award.The business registration authority shall inform the applicant of necessarysupplementation in writing if the notification is invalid or inform theapplicant and provide explanation if the change is not acceptable.
Article 32. Publishing ofenterprise registration information
1. After an enterprise is granted the Certificate ofEnterprise Registration, it shall announce it on the National EnterpriseRegistration Portal and pay the fee as prescribed by law. The announcementshall include the content of the Certificate of Enterprise Registration and:
a) The enterprise’s business lines;
b) The list of founding shareholders and foreignshareholders (for joint stock companies).
2. Any change to enterprise registration information shallbe announced on the National Enterprise Registration Portal.
3. The information mentioned in Clause 1 and Clause 2 ofthis Article shall be published for 30 days.
Article 33. Provision of enterpriseregistration information
1. Organizations and individuals are entitled to requestbusiness registration authorities to provide information on the NationalEnterprise Registration Information System and pay fees.
2. Business registration authorities shall fully andpromptly provide information in accordance with Clause 1 of this Article.
3. The Government shall elaborate this Article.
Article 34. Contributed assets
1. Contributed assets include VND, convertible foreigncurrencies, gold, land use right (LUR), intellectual property rights,technologies, technical secrets, other assets that can be converted into VND.
2. Only the individual or organization that has the lawfulright to ownership or right to use the asset mentioned in Clause 1 of thisArticle may contribute it as capital as prescribed by law.
Article 35. Transfer of ownershipof contributed assets
1. Transfer of contributed assets by members of a limitedliability company, partners of a partnership, shareholders of a joint stockcompany shall comply with the following regulations:
a) For assets whose ownership have been registered andLURs, the capital contributor shall follow procedures for transfer theownership of such assets or the LUR to the company as prescribed by law. Thistransfer is exempt from registration fee;
b) Contribution of assets whose ownership is not registeredshall be recorded in writing unless the contribution is made by wire transfer.
2. The record on transfer of contributed assets shallcontain the following information:
a) The company’s name and headquarters address;
b) Full name, mailing address, legal document number of thecontributor that is an individual; legal document number of the contributorthat is an organization;
c) Types and quantities of contributed assets; total valueof contributed assets and the ratio of this value to the company’s chartercapital;
d) Date of transfer; signatures of the contributor or thecontributor’s authorized representative and the company’s legal representative.
3. The contribution is considered complete once the lawfulownership of the assets has been transferred to the company.
4. Procedures for ownership transfer are exempt for assetsserving business operation of the sole proprietorship’s owner.
5. Payment for transfer of shares/stakes, receipt ofdividends of remittance of profits by foreign investors shall be carried outthrough accounts in accordance with foreign exchange laws, except for paymentin assets and cashless payment.
Article 36. Valuation ofcontributed assets
1. Contributed assets that are not VND, convertible foreigncurrencies or gold shall be valued by members/partners/shareholders or avaluation organization and expressed as VND.
2. Assets contributed upon establishment of an enterpriseshall be valued by members/partners/founding shareholders by consensus or by avaluation organization. In the latter case, the value of contributed assetsmust be accepted by more than 50% of the members/partners/foundingshareholders.
In case a contributed asset is valued at a value higherthan its actual value at contribution time (overvalued), themembers/partners/founding shareholders shall jointly contribute an amount equalto the difference and are jointly responsible for the damage caused by theovervaluation.
3. Assets contributed during the operation shall be valuedby the owner or the Board of Members/Partners (for limited liability companiesand partnerships) or the Board of Directors (for joint stock companies) and thecontributor or by a valuation organization. In the latter case, the value shallbe accepted by the contributor and the owner, the Board ofMembers/Partners/Directors.
In case a contributed asset is overvalued, the contributor,the owner and members of the Board of Members/Partners/Director shall jointlycontribute an amount equal to the difference and are jointly responsible forthe damage caused by the overvaluation.
Article 37. Names of enterprises
1. The Vietnamese name of an enterprise shall contain twoelements in order:
a) The type of enterprise;
b) The proper name.
3. The proper name shall consist of letters in theVietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
4. The enterprise’s name shall be displayed at theheadquarters, branches, representative offices and business locations of theenterprise and printed or written on transaction documents, records and printedmaterials published by the enterprise.
5. Pursuant to regulations of this Article, Articles 38, 39and 41 of this Law, the business registration authority is entitled to refuseto register enterprise’s name.
Article 38. Prohibited acts ofnaming enterprises
1. Use of any name that is identical or confusingly similarto another enterprise’s name that is registered in accordance with Article 41of this Article.
2. Use of the name of a state authority, the People’smilitary unit, political organization, socio-political organization,socio-political-professional organization, social organization,social-professional organization as part or all of an enterprise’s name, unlessit is accepted by that authority, unit or organization.
3. Use of words or symbols that against the country’shistory, culture, ethical values and good traditions.
Article 39. Enterprise’s name inforeign language and abbreviated name
1. The enterprise’s name in a foreign language is the nametranslated from the Vietnamese name into one of the Latin-based languages. Theproper name of the enterprise’s may be kept unchanged or translated into theforeign language.
2. In case an enterprise’s name is in a foreign language,the text size of the foreign name shall be smaller than the Vietnamese namedisplayed at the enterprise’s headquarters, branches, representative officesand business locations and on the enterprise’s transaction documents, recordsand materials published by the enterprise.
3. The abbreviated name of an enterprise may beabbreviation of its Vietnamese name or foreign language name.
Article 40. Names of branches,representative offices and business locations
1. The name of a branch, representative office or businesslocation shall consist of letters in the Vietnamese alphabet, the letters F, J,Z, W, numbers and symbols.
2. The name of a branch, representative office or businesslocation shall consist the enterprise’s name and the phrase “Chi nhánh”, “Vănphòng đại diện” or “Địa điểm kinh doanh” respectively.
3. The name of a branch, representative office or businesslocation shall be displayed at the branch, representative office or businesslocation. The name of an enterprise’s branch or representative office besmaller than the Vietnamese name of the enterprise on the transaction documents,records and printed materials issued by the branch or representative office.
Article 41. Identical andconfusingly similar names
1. Identical name means a Vietnamese name that is chosen bythe applying enterprise and is identical to the Vietnamese name of a registeredenterprise.
2. A name is considered identical to a registeredenterprise’s name in the following cases:
a) The Vietnamese name of the applying enterprise ispronounced similarly to a registered enterprise’s name;
b) The abbreviated name of the applying enterprise isidentical to the abbreviated name of a registered enterprise;
c) The foreign language name of the applying enterprise isidentical to the foreign language name of a registered enterprise;
d) The proper name of the applying enterprise is onlydifferent from the proper name of a registered enterprise by a natural numberor a letter in the Vietnamese alphabet or any of the letters F, J, Z, W that iswritten right after the proper name with or without a space;
dd) The proper name of the applying enterprise is onlydifferent from the proper name of an registered enterprise of the same type bythe word “và” (“and”) or the symbol “&”, ”, “.”, “,”, “+”, “-”, “_”;
e) The proper name of the applying enterprise is onlydifferent from the proper name of an registered enterprise of the same type bythe word “tân” or “mới” (“new”) that is written right before or after theproper name;
g) The proper name of the applying enterprise is onlydifferent from the proper name of an registered enterprise of one of thephrases “miền Bắc” (“north”), “miền Nam” (“south”), “miền Trung” (“central”),“miền Tây” (“west”), “miền Đông” (“east”);
h) The proper name of the applying enterprise is identicalto that of a registered enterprise.
3. The cases specified in Points d, dd, e, g, h Clause 2 ofthis Article do not apply to subsidiary companies of the registered company.
Article 42. The enterprise’sheadquarters
The enterprise’s headquarters shall be located withinVietnam’s territory, is the enterprise’s mailing address, has phone number, faxnumber and email address (if any).
Article 43. The enterprise’s seals
1. The enterprise’s seals can be physical or digital asprescribed by e-transaction laws.
2. The enterprise shall decide the type, quantity, designand content of its seal and the seals of its branches, representative officesand other units.
3. The management and storage of seals shall comply withthe company”s charter or regulations of the enterprise, branch, representativeoffice or unit that owns the seal. Seals shall be used by enterprises intransactions as prescribed by law.
Article 44. Branches,representative offices and business locations of an enterprise
1. A branch of an enterprise is its dependent unit whichhas some or all functions of the enterprise, including authorizedrepresentative. The business lines of a branch shall match those of theenterprise.
2. A representative office of an enterprise is itsdependent unit which acts as the enterprise’s authorized representative,represents and protect the enterprise’s interests. A representative officeshall not do business.
3. A business location of an enterprise is the place atwhich specific business operations are carried out.
Article 45. Registration ofbranches and representative offices; notification of business location
1. An enterprise may establish branches and representativeoffices in Vietnam and other countries. An enterprise may have more than onebranch and representative office in an administrative division.
2. When establishing a domestic branch/representativeoffice, the enterprise shall submit an application for branch/representativeoffice registration to the business registration authority in charge of thearea where the branch/representative office is established. Such an applicationshall consist of:
a) The notice of establishment of the branch/representativeoffice;
b) Copies of the Establishment Decision and minutes of themeeting on the establishment of the enterprise’s branch/representative office,legal documents of the head of the branch/representative office.
3. Within 03 working days from the receipt of theapplication, the business registration authority shall consider the validity ofthe application and decide whether to issue a Certificate ofBranch/Representative Office Registration. The business registration authorityshall inform the applicant of necessary supplementation in writing if theapplication is not satisfactory or inform the applicant and provide explanationif the application is rejected.
4. The enterprise shall apply for revision of theCertificate of Branch/Representative Office Registration 10 days from the dayon which a change occurs.
5. Within 10 days from the day on which the businesslocation is decided, the enterprise shall send a notice of business locationestablishment to the business registration authority.
6. The Government shall elaborate this Article.
Chapter III
LIMITEDLIABILITY COMPANIES
Section 1. MULTI-MEMBER LIMITEDLIABILITY COMPANIES
Article 46. Multi-member limitedliability companies
1. A multiple-member limited liability company means anenterprise that has 02 – 50 members that are organizations or individuals. Amember’s liability for the enterprise’s debts and other liabilities shall beequal to the amount of capital that member contributed to the enterprise,except for the cases specified in Clause 4 Article 47 of this Law. The member’sstake (contributed capital) may only be transferred in accordance with Articles51, 52 and 53 of this Law.
2. A multiple-member limited liability company has thestatus of a juridical person from the day on which the Certificate ofEnterprise Registration is issued.
3. Multiple-member limited liability companies must notissue shares except for equitization.
4. Multiple-member limited liability companies may issuebonds in accordance with this Law and relevant laws; private placement of bondsshall comply with Article 128 and Article 129 of this Law.
Article 47. Capital contribution toestablish the company and issuance of the certificate of capital contribution
1. The initially registered charter capital of amultiple-member limited liability company is the total capital contributed orpromised by the members and shall be written in company”s charter.
2. The members shall contribute sufficient and correctassets as promised when applying for enterprise registration within 90 daysfrom the issuance date of the Certificate of Enterprise Registration. The timeneeded to transport or import the contributed assets and for completingownership transfer procedures will be added to this 90-day period. Duringthis period, the members shall have rights and obligations that areproportional to their promised contribution. The members may only contributeassets that are different from the promised ones if the change is approved bymore than 50% of the remaining members.
3. In case a member fails to contribute or fully contributecapital as promised by the expiration of the period mentioned in Clause 2 ofthis Article:
a) The member that has not contributed capital at all isobviously no longer a member of the company;
b) The member that has not fully contributed capital willhave the rights that are proportional to the contributed capital;
c) The right to contribute the missing capital will be soldunder a resolution or decision of the Board of Members.
4. In the cases mentioned in Clause 3 of this Article, thecompany shall register the change in charter capital and the members’ holdingswithin 30 days from the deadline for contributing capital specified in Clause 2of this Article. The members who fail to contribute or fully contribute capitalshall be responsible for the financial obligations incurred by the companyduring the period before the company registers the change in charter capitaland the members’ holdings in proportion to their promised contributions.
5. In the cases specified in Clause 2 of this Article, thecapital contributor will become the company’s member from the day on whichcapital is fully contributed and information about the capital contributorprescribed Points b, c, dd Clause 2 Article 48 of this Law has been fullyrecorded in the member register. On that day, the company shall issue thecapital contribution certificate to the member.
6. The capital contribution certificate shall contain thefollowing information:
a) The company’s name, EID number, headquarter address;
b) The company’s charter capital;
c) Full name, signature, mailing address, nationality andlegal document number if the member is an individual; EID number or legaldocument number, headquarters address if the member is an organization;
d) The capital contributed and the member’s holding;
dd) The number and date of issuance of the certificate ofcapital contribution;
e) Full names and signatures of the company’s legal representatives.
7. In case the Certificate of Enterprise Registration islost or damaged, the member will be reissued with another certificate followingthe procedures specified in the company”s charter.
Article 48. Member register
1. The company shall make a member register upon issuanceof the Certificate of Enterprise Registration. The member register can bephysical or electronic and shall contain information about the members’holdings.
2. A member register shall contain the followinginformation:
a) The company’s name, EID number, headquarter address;
b) Full name, signature, mailing address, nationality andlegal document numbers of members that are individuals; names, EID numbers orlegal document numbers and headquarters addresses of members that are organizations;
c) Stakes, holdings, contribution time, types ofcontributed assets, quantity and value of each type of contributed assets ofeach member;
d) Signatures of members that are individuals and of legalrepresentatives of members that are organizations;
dd) The number and date of issuance of the certificate ofcapital contribution of each member.
3. The company shall update changes to members in themember register as requested by relevant members in accordance with company”scharter.
4. The member register shall be retained at the company’sheadquarters.
Article 49. Rights of members ofthe Board of Members
1. A member of the Board of Members has the rights to:
a) Participate in meetings of the Board of Members;discuss, propose, vote on the issues within the jurisdiction of the Board ofMembers;
b) Have a number of votes that are proportional to themember’s holding, except for the cases specified in Clause 2 Article 47 of thisLaw;
c) Receive profit in proportion to the member’s holdingafter the company has fully paid taxes and fulfilled other financialobligations prescribed by law;
d) Receive part of the remaining assets in proportion tothe member’s holding when the company is dissolved or goes bankrupt;
dd) Be given priority to contribute more capital when thecompany increases its charter capital;
e) Transfer, give away or otherwise dispose of the member’sown stake in accordance with regulations of law and the company”s charter;
g) File lawsuits in their own name of in the company’s nameagainst the President of the