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c c 


 c 
     !  

Notify in writing, specify reasons,


amendment and additions required

Refuse
Make required amendment and
supplements

Biz registration
Founder body

Submit all business registration


documents

Accept

Issue business registration certification


within 10 working days from the day of
receipt

  "      ! #          
  $! !%     $

The company being divided shall the company being separated still exist
cease to exist upon business upon business registration of the new
registration of new companies company ( refer to the separation of
& '() the company) & ')

 *+,*
-c-*+& ') ./0./& '1)
2*/ Two or more companies of the same type One or more companies
(companies being consolidated) may be of the same type
consolidated into a new company (merging companies) my
(consolidated company) be merged into another
Ex: A+B=C company (merged
company)
Ex: A+ B= A or B
Ò*" Transfer all lawful assets, rights Transfer all lawful assets,
obligations and interests to the rights obligations and
consolidated company and stimultaneously interests to the
terminated existence of the companies consolidated company
being solidated. and stimultaneously
terminated existence of
the merging companies.

1"   !,3     $

Partnership (P) Sole Proprietorship (SP)


Art.84 (Civil - Have legal entity status - No legal entity status
Code 2005)
Art. 130.1 & -At least TWO members X -Only ONE individual X owner
141.1 unlimited liability partners
Art. 133.1 & - 1 unlimited liability partner -1 individual only establishes 1
141.3 may act as unlimited liability SP
partner of another partnership
WITH CONSENT from other
unlimited liability partners
Art. 134.1.e & - distributed with profits IN - have TOTAL DISCRETION
143.1 PROPORTION to his share of in deciding on the use of profits
capital after tax payment and other
financial obligations
Art. 137.2 & - unlimited liability partners - owner may EITHER manage
143.2 allocate AMONGST THEM the and administer business
tasks of management and operations OR employ other
control the company persons to do so

 Ò%  #$


Y Article 133: General partner can be owner of other SP or general partner of other
partnership company if other partners agree
Y Article 141: individual can set up only 1 SP
Y Other case: individual can set up more than 1 company
 ' "    %        , 3     !
$
a. Limited liability company
b. JSC
c. Partnership (with approval of other partners)
  Ò % %   # !     $   # !
   %#   $

Article 11. 6.2 X an individual can not be director of 2 companies at the same time
X an individual can be director of only 1 company
X an individual can not be director of 2 companies having their head offices in one area

("4#!%%!      ,


3   $
According to article 133-1: unlimited liability partner &   )!
   #  &,   ) or as general partner off another
partnership, unless he or she obtains the consent from other general partners

5"6  !$-  3-#%


!  !$
- It is stated in  ', Law on enterprise 2005 that: A business registration body shall be
responsible for considering the business registration documents and shall issue a business
registration certificate.
- Ministry of Planning and Investment is not a business registration body . According to  
 7 ³ Ministries and ministerial agencies will be responsible for the Government in
excercising state management over enterprises within their assigned duties..´

5 What does a !   comprise?


According to   : business registration documents for ,3   include à

standard form published by the authorized biz registration body + Copy of people¶s
identify card, passport or other lawful personal identification + legal capital + practicing
certificates of the director«
According to  8: business registration documents for   include ð 

standard form published by the authorized biz registration body + Draft chapter + list of partners n
copy of people¶s identify card, passport or other lawful personal identification + legal capital +
practicing certificates of unlimited liability partners

According to  9: business registration documents for %!%include
ð 
standard form published by the authorized biz registration body + draft chapter + list
of members w/t attached documents + legal capital + practicing certificates of the director or
general director«

According to  :: business registration documents for  %include ð



standard form published by the authorized biz registration body + draft chapter + list
of members w/t attached documents + legal capital + practicing certificates of the director«

1. What is "legal capital"? What is "charter capital"?
- Article 4.7: Legal capital is minimum amount of capital required by law for the establishment of
an enterprise.
- Article 4.6: Charter capital means the amount of capital that is contributed or committed within a
specific period by all members and is recorded in the Charter of the company.
 5" !;<5$
- According to  951: ³voting preference shareholders may not assign such shares to other
persons´ and according to   8951 only organizations authorized by the Government and
founding shareholders may hold voting preference shares => #     can¶t be
sold in joint-stock company.

85"  ##    $


According to article 82.3: ³dividend preference shareholders shall not have the right to vote«´,
article 83.3: ³redeemable preference shareholder shall not have the right to vote«´ => 2 types of
shares provide no voting right to shareholders are: #       and %!
    5

95"%  $
According to   51: ³Manager of an enterprise means the  or director of a private
enterprise, % !   of a partnership,  % of the Members¶ Council,
 % of a company, a member of the Board of Management, director or general director and
other managerial positions as stipulated in the charter of a company´
X  
- Sole proprietorship: Owner
- Partnership: unlimited liability partner
- Limited liability: Chairman of Member¶s Council
- All types: Chair man, member of BOM, director or general director, other positions.

:%# %%!  %! = 6* 6 


 , #$
1. LLC
According to Law on enterprise 2005,  '9 the company has to pay salary to member
of Members¶s Council.
According to Law on Enterprise 2005,  81 the one member LLC has to pay
salary to member of Members¶ council and Board of supervision.
2. JSC
According to Law on enterprise 2005, Article 117 section the company has to pay salary to
member of board of Management.
According to Law on Enterprise 2005 there is no article relate to salary for Board of
supervision in JSC company. Therefore the JSC does not have to pay salary to member of
Board of Supervision.
(
According to Art 54, section 2 in order to vote for a decision, member of Members council shall
send written opinion form to the company ³ within the stiputlate time- limit ³ there fore, it is not
compulsory to hold a Members council meeting to vote for a decision.