GENERAL

INFORMATION
A. What is an enterprise?

Own name

Establishment
registration Assets

Enterprise
=
Organisation

Transaction
Conduct business office
 Limited liability Limited
company liability
(liable
within the
Joint stock company amount
contributed)
Enterprises
Partnership company Unlimited
Business Cooperatives liability
entities (liable for
all debts)
Private enterprise

Business households
(Sole proprietorship)
B. Representatives in law (Article 13, the law on enterprises 2014)
1. Duties

Represent for the

company:
Enter into and perform all
transactions

Participate in dispute settlements

before courts, arbitrations as a
plaintiff, defendant, or person with
related interests and obligations

4
B. Representatives in law (Article 13, the law on enterprises 2014)
2. Requirements
➢ Must be an individual and reside in Vietnam.
➢ If there are more than one representative in law, at least one must
reside in Vietnam.

CASE HOW TO SOLVE

❑ The representative leaves Vietnam The representative must authorise another
❑ Only one representative individual in writing to perform their duties.
❑ Expiration of the term of authorisation The authorised representative still continues
❑ The representative in law has still not the duties till another person is assigned or
returned to Vietnam the representative returns.
❑ No other authorisation is made
The only representative in law is: The owners will appoint another person to be
❑ Absent from Vietnam for more than 30 a representative in law.
days without any authorisation to another
❑ Dead, missing, held in custody, having
lost or restricted civil act capacity, 5
serving an imprisonment penalty
Solve the case:
Thien Trang single member limited liability company with an individual owner
has two representatives in law including the chairman and the director.
On 15th April 2015, the chairman’s wife gave birth in the US so he went to
the US to take care of his wife. When he left, he informed only the director about
the leave but he did not authorise any other person to perform his duties.
On 30th May 2015, an employee who was sacked started a lawsuit against the
company relating to compensation of being unemployed. The court sent the
company a call to attend at the first-instance on 15th June 2015.
By the 15th June 2015, the chairman had still not returned.
1. Who will represent the company as a defendant at the court on 15th June
1. The director
2015?
2. The same question above, but the chairman is the only representative in law
2.
andThe
he director
authorised the director to perform his duties for 30 days from 15th April
2015 in writing.
3.
3. The
The chairman, because
same question he doesn’t
above, but the have a writing
chairman is thecontract
only representative in law
and he called to authorise the director to perform his duties on 10th June 2015.
C. Directors or general directors (article 18.2,
the law on enterprises 2014)

1. Duties:

Duties and rights of a director/general director shall be

regulated in the company’s charter and the employment
contract.
2. Requirements:
Who can not be a director or general director? (Article 18.2, the law on enterprises 2014)

Persons not having Cadres, civil servants Persons being examined for penal
full civil act capacity or public employees liability

Managers or Persons banned to hold Officers, professional non-

professional managers certain posts related to commissioned officers in agencies or
in state enterprises business by court units of the people’s public securities

Officers, non commissioned officers, Persons serving prison sentences or

professional army member, national defence administrative handling decisions at
workers and public employees in agencies or compulsory detoxification centres or
units of the people’s army educational institutions 8
 DETAILED
INFORMATION
 Limited liability Joint stock Partnership Private
companies companies companies enterprises
Who can own Both individuals and organisations Individuals
Scope of
Limited unlimited
liability
Numbers of
Not exceeding 50 At least 3 At least 2 Only one
owners
Having legal
Yes no
person status
Forms of
Issue shares or
capital Bonds Can not issue any shares or bonds
bonds
mobilisation
only transfer to only transfer to
Rights to others after others if the
Freely transfer to Sell the
transfer the offering to the remaining
others enterprise
capitals remaining general partners
members approve
President and/or Chairman of Chairman of Owner
director/ general management members’ council
Representative
director board and/or and/or director/
in law
director/ general general director
director 10
 LLC JSC
PARTNER- Many
Single
members Shareholders Management
SHIP Member’s
Member’s meeting board
council
council
2
≥
3 >½ ≥ 65% ≥ 51%
Normal general attending attending attending
partner
To pass >½
resolutions Special
(amendation,
attending
≥¾
reorganization, ≥¾ ≥ 75% ≥ 65%
transfer/
general
attending attending attending
change partner
charter)
≥¾
≥ 65% votes ≥ 51% votes
≥ 2/3 members
✘
To conduct
≥ 50% votes ≥ 33% votes
meeting member >½
irrespective irrespective
members
 Single member limited liability company
1.1. Organisational structure with company owner
Structure
The company
Director/general director:
president
(owner) - Must be individuals who are not
forbidden to manage enterprises
Can by Article 18.2, the law on
concurrently be enterprises 2014.
- His duties and rights will be
Director/general regulated in the charter and
director employment contract.

12
 1.2. Organisational structure with company owner
Appoint
The owner
Inspectors
Appoint

Elect Chairman of
The company president Or Member’s council
(one representative) (two or more representatives)
the member’s
council

Appoint
Work Work
concurrently concurrently
Director/general director
▪ Representative in law: The president or the chairman unless otherwise provided
▪ The director/ general director: - Conditions to be appointed: Not being persons listed in
the article18.2, and having appropriate qualifications and work experience.
- Duration: not exceeding 5 years
▪ Member’s council: - Conditions for conducting the meeting: at least 2/3 members attending.
- Convening the meetings: the chairman or members representing ≥ 10% the capital
- Passing the resolutions: (usually) > 50 percent the attendants approve 13
Exercise:
Who can be a director/general director of a
single member Ltd. Company?
a. A graduated IU student
b. A judge
c. A high school teacher
d. A police man’s wife
e. A person violating the company’s labour
discipline
2. Inspectors
Who can be an inspector? (Article 82, the law on enterprises 2014)

Individuals must meet all the following

requirements:
• Not being person specified in Article 18.2, the
law on enterprises 2014

• Not being a related person of the member’s

council, the company president, the
director/general director, or the person with
competence to directly appoint supervisors

(Article 4.17 the law on enterprises 2014)

• Having professional qualifications, or work

experience in accounting and auditing, or
business lines of the company

15
Exercise: Who can be an inspector in single member
limited liability companies with organisational owners?

A graduated A sister in law of the An adopted son of

accounting student company director a member of the
member’s council

The step-mother the father in law The fiancée of the

of the chairman of the company company driver
president
16
 A graduated The step-mother
accounting student of the chairman

The fiancée of the

company driver
 CASES CONDITIONS CONSEQUENCES

Return part ❑ 2 years operation

of the ❑ Ensure all debts and
contributed property obligations are
capital paid in full after returning

Fail to contribute sufficiently ❑ Register for adjustment of the charter capital within
the amount and the right 30 days from the last due date.
The capital
property as committed ❑ Be liable for all financial obligations arising before
Decrease has not been
within 90 days after being the registration for the adjustment within the
the paid in full
granting an enterprise amount committed to contribute.
capital and on time
registration certificate ❑ Be liable for all damages caused from the failure
with all of the owner’s property

Transfer or
Change the company type to
donate part
❑ Limited liability company with two or more
of the
members or
contributed
❑ Joint stock company
capital
The owner
makes
additional
Increase investment
the
capital Other Change the company type to
persons ❑ Limited liability company with two or more
contribute members or
additionally ❑ Joint stock company
Exercise:
Determine how much each member must pay for the debt of their
company in the following case.

In January 2014, Hung, Tuyet, Ngan agreed to cooperate with each

other in order to establish a Phat Tai limited liability company. Hung
committed to contribute 5 billion dong into the company’s charter
capital while Tuyet and Ngan, each committed to contribute 2.5
billion dong. Until December 2014, Hung contributed 2 billion dong
to the charter capital while Ngan contributed 500 million dong and
Tuyet contributed 2.5 billion dong. The company informed the
business registration office about this in January 2015. In February
2015, the company got a loan of 15 billion dong from the Citibank.
Answer:
According to the Article 73 the law on enterprises 2014,
the owner of single member LLCs will be liable for all
the debts of the companies within the charter capital
(contributed capital). However, in January 2015, the
company registered for adjustment of charter capital.

Therefore, in this case, as the loan of 15 billion dong

from the Citibank aroused after the adjustment, Hung
must pay 2 billion, Ngan pays 500 million dong and
Tuyet must pay 2.5 billion dong as they have
contributed.
Exercise:
Determine how much each member must pay for the debt of their
company till August 2015.

In January 2014, Hung established a Phat Tai limited liability

company (single member limited liability company). Hung committed
to contribute 5 billion dong into the company’s charter capital. In May
2014, the company bought a building for 2 billion dollars. Until
December 2014, Hung contributed 2 billion dong to the charter
capital. The company informed the business registration office about
this in January 2015. In February 2015, the company got a loan of 15
billion dong from the Citibank. Till August 2015, the company hasn’t
paid off 15 billion dong for the loan and 1 billion dollars for the
building.
Answer:
According to the Article 73 the law on enterprises 2014, the
owner of single member LLCs will be liable for all the debts of
the companies within the charter capital (contributed capital). As
a result, according to the article 74.3 the law on enterprises
2014, in case of failure to contribute the capital as committed or
registered, the owner will liable for all the debt arising before
the registration for the adjustment of the charter capital
within the registered capital (the capital committed to
contribute).

Therefore in this case, the owner will be liable for 1 billion debt
for the building arising before January 2015 (the date to register
for the adjustment of the charter capital) within 5 billion dong as
he committed to contribute, and for 15 billion dong loan arising
after January 2015 within 2 billion dong as he contributed.
B. Two or more members limited liability company
1. Organisational structure Member’s council:
- Position: the highest decision making
body
- Meetings of the members: at least
once a year
Chairman - Meetings convened by: the chairman
or groups of members provided in the
of the member’s Member’s article 50
- Resolutions usually passed: if
council council gaining votes representing at least 65
% of the total capital of attending
members
The chairman:
- Elected from a member of
the member’s council
- Term: not exceeding 5
years
- Duties: Director/general Inspection
+ Convene meetings of
the member’s council
director board
+ Sign resolutions of the
member’s council on its
behalf.
Can concurrently be
+ Others
- Less than 11 members: optional
Director/general director:
- Position: managing day to day business operations - 11 or more members: compulsory
- Who can be a director/general director: Individuals who
meet requirements stated in the article 65
Supervisory board: provided by the
- A director/general director can be appointed or hired by the
charter 23
member’s council.
- Duties: see the article 64
2. Member’s council
Who can convene a meeting of the member’s council?
(Article 79, 58 and 50, the law on enterprises 2014)

The chairman of the

member’s council

Or
- Members or group of members representing
10% and above of the charter capital, or a
smaller percentage as allowed by the charter.
Or
- Members or group of members representing
lower than 10% of the charter capital if there is
one member representing more than 90% of
the charter capital, and the charter doesn’t allow
a smaller percentage.
If the chairman doesn’t convene the meeting within
15 days from the date of receiving their request.
24
Exercise:
Who can convene or request the chairman to convene a meeting of
the member’s council?
The organizational owner contributed 10 billion dong as charter
capital into the company in which:

Chairman of the Member’s council

(represents 2 billion dong)

Hung Tuyet Ngan Nam

(1 billion dong) (1 billion dong) (1.5 billion dong) (500 million dong)

Hung, Tuyet or Ngan can request the chairman to convene or

convene the meeting by themselves if the chairman hasn’t within 15
days from the date of receiving the request? 3 of them can
 Exercise:
Who can convene a meeting of the member’s council?
The organizational owner contributed 10 billion dong as charter
capital into the company in which:

Chairman of the Member’s council

(represents 50 million dong)

Hung Tuyet Ngan Nam

(180 million dong) (9.5 billion dong) (70 million dong) (200 million dong)

Hung, Tuyet or Ngan can request the chairman to convene or

convene the meeting by themselves if the chairman hasn’t within 15
days from the date of receiving the request? 3 of them can
3.1. Rights to transfer the contributed capital
(Article 52 and 53, the law on enterprises 2014)

Transfer the contributed

capital to the company Transfer the contributed
through requests for buy capital to others
back

In case:
Vote against resolutions relating
In case:
to
No remaining members
- Amendment, supplementation
buy or buy in full within
of member’s rights and 30 days from offering date
obligations in the charter.
- Reorganisation of the company

27
3.2. Rights to donate the contributed capital
(Article 54.5, the law on enterprises 2014)
Spouse, parent, child or a
relative up to the third rank
of inheritance
Naturally
become

Company’s members

If the member’s
council approve

Others

Members can donate a part or whole of

their contributed capital to others
28
3.3. Obligations to contribute the charter capital
sufficiently as committed (Article 48, the law on enterprises 2014)

Must contribute sufficiently the amount and the

right property as committed within 90 days after
being granted an enterprise registration certificate
• Consequences of failure to perform the obligation:
- Cease to be a member of the company if failing to contribute the capital as
committed.

- Having rights and obligations respective to the contributed amount if failing to

contribute the capital in full.

- Register for adjustment of the charter capital within 60 days from the last due
date if the capital is not contributed or contributed in full as committed.

- Be liable for all financial obligations arising before the registration for the
adjustment within the amount committed to contribute.

- The unpaid capital can be offered for sales under a decision of the member’s
council 29
C. Joint stock companies
1. Organizational structure (Article 134, the law on enterprises 2014)
Joint stock companies can be structured as one of the following models:
1st model 2nd model

Shareholders’ Shareholders’
meetings meetings
Inspection
board Management Management
board board

Director/ Director/
general director general director
Note:
Note: Inspection board is optional if the - At least 20% members of the
company has less than 11 shareholders management board must be
and organisational shareholders owning independent members.
less than 50% of the company’s shares - Control board is a part of
30
management board
2. Shares
(Article 113, the law on enterprises 2014)

Shares

Ordinary shares Preference shares

- One ordinary share Voting Dividend Redeemable

= one vote preference Preference preference
- Receive dividend (more vote) (more dividend) (request for redemption)

- Transfer shares
- Decide matters of
- Not allowed to transfer
the company
- Owned by only founding shareholders
and organisations authorised by the
No vote
government
- Valid for only 3 years → founding
31
shareholders
 Right of shareholders’ meeting
Decide types and number of each type of
shares which will be offered, the rate of
annual dividends
Approve contracts and transactions valued at
35% and above of the total value of assets
(unless the charter allows a smaller percentage)
with individuals and organizations listed at the
article 162
Decide to invest or sell assets valued at 35%
or more (unless the charter allows smaller
percent) of the total value of assets
Elect, dismiss members of the management and
control board
Decide development orientations of the
company
Amend, supplement the charter
Decide on reorganisation of the company
Decide to buy back more than 10% of the total sold shares of each type
Right of management board
Decide on the selling prices of shares and how
to offer new shares within the number of
shares offered to sell
Approve contracts and transactions valued at
less than 35% of the total value of assets
(unless the charter allows a smaller percentage)
with individuals and organizations listed at the
article 162
Approve contracts for sale, purchase,
borrowing, lending and other contracts valued
at 35% or above of the total value of assets
(unless the charter allows a smaller percentage)
which do not fall within competence of the
shareholders’ meeting
✘
✘
✘
✘
 4. Cumulative voting
Elect 3 members of the management board out of 5 candidates

Holding 3000
voting shares

A B C D E

According to principle of cumulative voting, David will have 9000 votes

David
David’s votes = number of the holding shares x number of
to-be elected members of the management board
33
5. Shareholders’ rights and obligations
(Article 114 - 118, the law on enterprises 2014)

Rights Obligations

Receive dividends Pay on time and in full the amount

of shares registered to buy
Free to transfer shares to others
Comply with the charter
Shareholders holding voting shares
can join shareholders’ meetings
and vote Execute resolutions of the
shareholders’ meeting and
Shareholders holding voting shares management board
can convene or nominate
candidates for the management or
inspection board Founding shareholders must buy at
least 20% of the total ordinary
Shareholders holding voting shares shares
can request for buyback of their
shares or together decide on buy
back no more than 30% of sold
ordinary shares, a part or all sold
dividend reference shares 34
5.1. Rights to transfer shares to others

Shareholders are free to transfer their shares to others.

Except:
1. Within the first 3 years of establishment, founding shareholders
can not transfer their shares to others rather than the remaining
founding shareholders unless approved by the shareholders’ meeting.
2. The charter restricts the transfer
35
5.2. Rights to request for buyback of shares

Shareholders holding voting shares can request the company to buy back
their shares in the following cases:
1. Disagree with reorganisation of the company
2. Disagree with amendment of the charter’s contents relating to rights
and obligations of shareholders
Note:
The company only buys back the shares if it is still able to pay off in full
its debts and other financial obligation after buying back.
36
5.3. Rights to decide together buyback of shares

 The shareholders’ meeting will decide buyback of:

1. No more than 30% of the sold ordinary shares
2. A part or all sold dividend reference shares
Except:
Buyback of no more than 10% of each type of above shares
will be decided by the management board. 37
5.4. Obligations to pay on time and in full the amount
of shares registered to buy
Must pay in full the amount of shares registered to buy within
90 days after being granted an enterprise registration
certificate
• Consequences of failure to perform the obligation:

- Cease to be a shareholder of the company if failing to pay in full and can not
transfer the shares to another

- Having rights and obligations respective to the paid shares if failing to pay in
full.

- The company must register for adjustment of the charter capital and founding
shareholders within 30 days from the last due date.

- Be liable for all financial obligations arising within 90 days after being
granted an enterprise registration certificate within the amount of shares
registered to buy.

- The unpaid shares will be considered as unsold shares 38

D. Partnership company
1. Organizational structure (Article 177, the law on enterprises
2014)

Members’ council

Chairman of the
members’ council

Work concurrently unless

otherwise provided by the
charter

General
Director Or
director
39
2. Limited partners’ rights and obligations in
partnership companies?
(Article 182, the law on enterprises 2014)

Rights Obligations

Vote on amendment,
supplementation of the charter, Refrain from management of
rights and obligations of limited the company and conducting
partners business on behalf of the
company
Vote on reorganisation and
dissolution of the company

Transfer the contributed capital

to others

40
3. General partners’ rights and obligations in
partnership companies?
(Article 176, the law on enterprises 2014)

Rights Obligations

Vote on admission of a new Not be the owner of private

general or limited partner enterprises or general
and matters of the company partners of other companies
unless approved by the
Use the company’s seal and remaining general partners
assets to conduct the business
operation on behalf of the
company
Not allowed to conduct the
Transfer their contributed same business with the
capital to others if the company for personal benefits
remaining general partners or interests of other
approve organisations/individuals
Withdraw their contributed
capital if the members’ council
approves
41
4.1. Terminate general partner status (Article 180, the law on
enterprises 2014)

General partner status is terminated in the

following cases:
1. Willingly withdraw the capital

2. Died or declared as missing, having

restricted or lost of civil act capacity

3. Expelled from the company in cases:

a. Being unable to contribute or failing to
contribute capital as committed after the second
notice of reminding
b. Causing serious damages to the company and
other partners
c. Violating the article 175
d. Failing to properly perform his/her obligations

4. Other cases provided by the charter

42
4.2. Liability after terminating general partner status
(Article 180, the law on enterprises 2014)

General partners, who willingly

withdraw their capital or are
expelled from the company, still
jointly liable for debts incurred
before the terminating date with all
their assets within 2 years
4.3. Request for cessation of the use of name after
terminating general partner status
(Article 180, the law on enterprises 2014)

The partner or his/her heir

and representatives in law
can request the company to
cease the use of the name if
the partner’s name has been
used as a part or whole of the
partnership’s name

44
Exercise:
Who will be liable for the company debts?
Anh Duong partnership company has 3 general
partners including Anh, Binh and Chien. After a period of
operation, Anh passed away and her capital is inherited for
Tuan and Mai.
After 1 years, Tuan withdrew the capital and Mai
transferred her capital to Giang. Giang became a general
partner with approval from the members’ council.
6 months later, the company was bankrupted.
The creditor demands Tuan, Mai to jointly pay off the
debts with Giang, Binh and Chien
=> Only Tuan has to jointly pay off the debts because he willingly
withdrew his capital while Mai transferred her capital to Giang, so
Giang, the new general partner, will be responsible for the debt.
45
E. Private enterprises
1. Organizational structure (Article 185, the law on enterprises 2014)

The owner is given full power to decide the enterprise’s

organisational structure.

Owner

Director
2. Leasing of the enterprise (Article 186, the law on enterprises
2014)

Nature of
• Lease property, name, trademark…
transaction

Liability • The owner is still liable for debts

• Report to the business registration office

Procedure
and the tax agency

47
Exercise

A (the owner) leased B B bought 10 tons of

his private enterprise steel from Ltd C under
from 1/201 3 -12/2013 the enterprise’s name

In January 2014,
At the end of 2013, B paid one Ltd C claimed
billion dong and still owed 3 from A for the
billion dong under the contract payment of 2
billion dong

1 • Will A be liable in law for the debt? YES

3. Sale of the enterprise (Article 187, the law on enterprises 2014)

• Sell property, name,

Nature of trademark….
transaction
• Terminate the ownership

• The owner is still liable

for debts incurred before
Liability
the transaction is
conducted

Procedure • The buyer must re-

register the enterprise
Exercise

B re-registered the
A (the owner) sold B his
enterprise for the
private enterprise
operation

Two month later, Bank C B refuses to pay as

requests the enterprise to pay the B didn’t enter into
due loan under the contract in the contract
2011

1 • Will B be liable for the debt? NO

2 • If not who can the bank sue to collect the debt? A

F. Establishment
Where to submit registration document?

Provincial department of
planing and investment
where the enterprise places
its transaction office

51
 G. Re-organisation of enterprises
Forms or reorganisation
1 Division of enterprises
2 Separation of enterprises
3 Consolidation of enterprises
4 Merger of enterprises
Transformation of
5 -
enterprises
Which type of enterprises can
be reorganised
- Limited liability companies
- Joint stock companies
- Partnership companies
- Limited liability companies
- Joint stock companies
- Limited liability companies
Joint stock companies
- Private enterprises
Consequences of the
reorganisation
- Divided companies cease to exist
- New companies are established
- Separated companies still exist
- New companies are established
- New companies are established
- Consolidated companies cease to
exist
- No new companies
- Merged companies cease to exist
Transformed enterprises ceases to
exist
H. Dissolution
1. In which cases will an enterprise be dissolved? (Article
201, the law on enterprises 2014)

• The operation duration expires but no decision on

1 extension of the duration

• As decided by the owner of private enterprises, all

general partners of partnership companies,
2 member’s council or the owner of limited liability
companies, or shareholders’ meetings of Joint stock
companies

• No longer having the minimum number of

3 members as required by law for 6 consecutive
months

4 • Its enterprise registration certificate is revoked

53
2. Conditions of dissolution

Not currently be involved

To pay off all debts and in a dispute settlement
other property obligations process at courts or
arbitrations

54
3. Consequences of dissolution

The enterprise terminates its existences and liquidates its

assets
I. Bankruptcy
1. When is an enterprise/cooperative considered as
bankrupt? (Article 4.2 of the law on bankruptcy 2014)

Insolvency

Bankrupt
Enterprise/
cooperative
Declaration
of the court
2. When is an enterprise/cooperative insolvent?
(Article 4.1 of the law on bankruptcy 2014)

Failure to pay due

debts within 3 months

1. When is an enterprise/cooperative considered as bankrupt?

3. Consequences of bankruptcy

Redistribute assets
• Cost of bankruptcy
• Debts to employees
• Debts incurring for resuming
Liquidate the business operation
assets • Other financial obligations
• Members of the entities
 4. Who can request for a bankruptcy process? (Art 5)
Who When
Unsecured debt creditors After 3 months from
Creditors
Partly secured debt creditor the payment due date
Employees After 3 months from
Employees the pay date of
An internal/the superior trade Union salaries or other debts
The legal representative
A shareholder or a group of
shareholders owing at least 20% of
Enterprises/ ordinary shares for at least 6 When the entity is
cooperatives consecutive months insolvent
A member of a cooperative
Owner of PE/1M Ltd. Co, chairman
of the MC of Ltd. Co/MB of JSC
Exercise:
Who can request for a bankruptcy process?

- Song Hong joint stock company has 5 shareholders including Hong

contributing 3% of the capital, Canh (15%), Huong (35%), Thang
(27%), Binh (20%). Huong is the representative at law.
- On 1st December 2008, BIDV in Ha Noi lent Song Hong Joint stock
company 200 billion dong for 3 years. In order to guarantee the loan,
Song Hong mortgaged its factory in Ninh Binh for the bank.
- In June 2009, Song Hong asked a TDC company to build a new
factory in the Tan Binh industrial park. The value of this contract was
5 billion dong. TDC completed its obligations under the contract in
December 2010. Song Hong should complete its payment obligations
in August 2011.
- Since January 2015, Song Hong hasn’t paid salaries for Lan Thanh,
a secretary of the management board.
According to article 5 of the law on bankruptcy 2014, people who
can request for a bankruptcy process are:
1. Unsecured or partly secured debt creditors after 3 months from
the payment due date. Therefore, in this case, BIDV Ha Noi cannot
request as in order to guarantee the loan, Song Hong mortgaged its
factory in Ninh Binh for the bank. So, only TDC company, an
unsecured debt creditor, can request.
2. Employees after 3 months from the pay date of salaries or other
debts. As it’s more than 1 year since Song Hong hasn’t paid salaries
for Lan Thanh, a secretary of the management board, she can
request for a bankruptcy process of Song Hong JSC.
3. The legal representative or a shareholder or a group of
shareholders owing at least 20% of ordinary shares for at least 6
consecutive months in case the entity is insolvent. Because it’s over
3 months since the due date for all debts, Song Hong is regarded as
insolvent. So, Huong, Thang, Binh or a group of shareholders like
Hong, Canh and Binh can request.
 5. To whom can requesters send the request? (Art 8)
Provincial people’s court District people’s court
(entities registered in) (the headquarter located in)
Overseas assets or
involving entities Cases not under
the competence of
Branches/representative the provincial
office located in district of people’s court
various provinces

Real estate in district

of various provinces
Complicated bankruptcy
cases under the competence
of district people’s court
Exercise:
To which court should the requester submit their request?

• Gia Hong private enterprise in Binh Phuoc

District

• ABC bakery has branches in various districts

Provincial of Ho Chi Minh

• Viettel group has projects in Laos and Africa

Provincial

• Muong Thanh company has hotels in various

Provincial provinces
 Creditors’ meeting

When will the meeting be performed

Attendance of creditors presenting at least 51% of
the total unsecured debts

When will the meeting resolution be ratified

• Approval of more than half attending unsecured
debt creditors presenting at least 65% of the total
unsecured debts
 Distinguish bankruptcy and dissolution
Criteria Bankruptcy dissolution

Reason

Authority to
settle

Outcome

State’s attitude
 Distinguish bankruptcy and dissolution
Criteria Bankruptcy dissolution
The operation duration expires
The decisions of the owners
Reason In insolvency situation The required minimum
numbers no longer remaining
for 6 consecutive months
The registration withdrawn
Authority to The business registration
The court
settle office
Does not always
Outcome Terminate the operation
terminate the operation
Managers banned to hold
No restriction applied for
State’s attitude posts in a set period of
managers
time