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Enterprise Law 2005 334

Enterprise Law 2005 334

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Published by Toquynh Nguyen

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Published by: Toquynh Nguyen on Dec 12, 2010
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Law No
: 60/2005/QH11
Independence – Freedom - Happiness
The National assembly
Of the scocialisty republic of Vietnam
Legislature XI, Meeting Session 8
(From 18 October to 29 November 2005)
Pursuant to the Constitution of the Socialist Republic of Vietnam in 1992 thatwas amended and supplemented by the Resolution No. 51/2001/QH10 dated 25December 2001 of the National Assembly X, meeting session 10;This Law governs enterprises.
CHAPTER IGENERAL PROVISIONSArticle 1. Scope of application
This Law sets forth provisions on the establishment, organizational managementand operation of limited liability company, share-holding company, partnership andsole proprietorship (hereinafter referred to enterprises) belonging to all economiccomponents; sets forth provisions on corporate group.
Article 2. Subjects of application
1. Enterprises belong to all economic components.2. Organizations and individuals are involved in the establishment,organizational management and operation of enterprises.
This is non-official translation and is recommended to be used for reference purposeonly. This non-official translation can be downloaded fromwww.sme.com.vn.
Article 3. Application of the Enterprise Law, international treaties andrelated Laws
1. Establishment, organizational management and operation of enterprises belonging to all economic components are governed by this law and other relatedlaws.2. In case where there are other laws governing establishment, organizationalmanagement and operation of enterprises because of their distinctive nature, thoselaws will prevail.3. In case where there are discrepancies between international treaties in whichVietnam is a member and this law, those international treaties will prevail.
Article 4. Interpretation of terminology
For the purposes of this law, following terms will be construed hereafter:1.
means an economic organization that has its own name, assets,stable office and is duly constituted for the purpose of conducting business.2.
means the consecutive implementation of one, several or all of stages of an investment process, from the production to the sale of products or  provision of services on the market for profit purpose.3.
Valid file
means a file that comprises of all documents as required in thisLaw, which is filled in entirely in pursuant to the laws.4.
Capital contribution
means the transfer of assets into a company so as to become an owner of that company. Assets used for making capital contribution can beVietnamese currency; freely convertible foreign currency; gold; value of land userights; value of intellectual property rights, know-how, or other types of asset asspecified in the company charter.5.
Capital share
means the ratio of capital that is owned by a company member.6.
Charter capital 
means the amount of capital that is contributed or committedto contribute by all shareholders or members of a company respectively and is statedin the company charter.7.
 Legal capital 
means the minimum amount of capital that is required by lawsfor an enterprise to be established.
Voting capital 
means the capital share of which owner will have the right tovote on matters subjected to decision by the Members’ Council or the Shareholders'Meeting.9.
means the net profits in term of money or asset is paid to the owner of each share.10.
 Founding member 
means organization or individual that makes capitalcontribution, approves and signs the original company charter.11.
means organization or individual that owns no less than oneshare issued by the shareholding company.
 Founding shareholder 
means shareholder who approves and signs the original company charter.12.
General partner 
means individual who will be responsible for all liabilitiesof a partnership with his/her own entire property.13.
 Enterprise manager 
means the owner, director of sole proprietorship;general partners of partnership; chairman of the Members’ Council, chairman of thecompany, members of the Board of Management, director or general director or other important managers as stipulated in the company charter.14.
 Authorized representative
means individual who is authorized in writing bythe institutional members of the limited liability company or institutional shareholder of the shareholding company, to exercise rights and obligations in pursuant to thislaw.15. A company is construed as holding company if it:a) owns more than 50% of total charter capital or total number of ordinaryshares issued by another company; or  b) is competent to appoint or dismiss directly or indirectly majority or allmembers of the Members’ Council, director or general director of another company;or c) Has right to amend or supplement the charter of another company.16.
 Reorganization of an enterprise
means division, separation, consolidation,merger, and conversion of an enterprise.17.
 Related person
means organization and individual who have direct or indirect relationship with an enterprise as follows:

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