No Criteria

1 Number

2 Liability

3 Voting right

4 Management right

5 Profit distribution

6 Transfer their stake

7 Limitation

CAPITAL
8
CONTRIBUTION

9 How can become

 General partner

Art 177.1a. Have at least two people in the partnership.

Art 181.2b,d. partners must be individuals who shall be liable for

the obligations of the company to the extent of all of their assets
=> unlimited liability

Art 181.1a Participate in meetings, discuss and vote on the

partnership’s issues; each general partner shall have one vote or a
specific number of votes specified in the partnership’s charter

ensure the partnership’s lawful and best interests;

b) Manage and do business in accordance with law, the charter,
resolutions and decisions of the Board of Partners; pay
Art 181.1e,g,h
- Receive distributed profits in proportion to his/her stake or as
agreed, or stimulated in partnership time. (nhận theo thỏa
thuận và theo quy định của công ty)
- Receive the remaining assets in proportion to his/her stake upon
the partnership’s dissolution or bankruptcy unless another ratio is
specified in the charter;
- When a general partner dies, his/her hair shall receive a value of
assets minus the partner’s debts and other liabilities

Art 180.3 A general partner must not transfer part or all of his/her
stake in the company to another organization or individual unless it
is accepted by the other general partners.
Article 180
- must not be the owner of a sole proprietorship, must not be a
general partner of another partnership unless it is accepted by the
other general partners.
- must not, in their own names or others’ names, do business in the
same busines lines as those of the partnership for personal gain or to
serve the interests of another organization or individual.
- must not transfer part or all of his/her stake in the company to
another organization or individual unless it is accepted by the other
general partners.

Art 178.2. an unlimited liability partner fails to contribute capital in

full and on time as undertaken causing loss to the company, such
partner must be liable to compensate the company for the loss.

Article 177
b) A general partner shall be an individual whose liability for the
company’s obligations is equal to all of his/her assets;
=> Individual
 Limited partner

no requirement in the number of limited partner

Art. 177 . Limited liability partners shall only be liable for the
debts of the company to the extent of the amount of capital they
have contributed to the company
=> limited liablity

Article 187.1 a Participate in meetings, discuss and vote at

the meetings of the Board of Partners on revisions to the
charter, changes in rights and obligations of limited
partners, reorganization and dissolution of the company and
other contents of the charter directly affecting their rights and
obligations; are permitted to vote without taking on liability.
=> chỉ có quyền vote trong một số vấn đề cụ thể
about the partnership’s business performance; examine
accounting books, records, transactions and other documents of

Art 187b Receive distributed profits in proportion to their

holdings
(holding = capital contribution)

Article 187
Transfer their stakes to other persons => free to transfer without
any requirement
have no limitation for limited partner

Art 178.3. a limited liability partner fails to contribute capital in

full and on time as undertaken, the unpaid amount shall be
considered as a debt owed by that partner to the company; in this
case, the relevant limited liability partner may be excluded from
the partnership in accordance with a decision of the Partners'
Council.

Article 177
c) A limited partner can be an organization or an individual whose
liability for the company’s debts is equal to the promised capital
contribution.
=> individual/organization