SESSION 3-5:

FORM OF ENTERPRISES IN VIETNAM

 2. FORMS OF ENTERPRISES UNDER
THE LAW ON ENTERPRISES 2020
2.1. Limited Liability Company (46 – 87)
2.1.1. Two or more members (46-73)
2.1.2. One member (74 – 87)
2.2. Joint-Stock Company (111 - 176)
2.3. Partnership (177 - 187)
2.4. Sole Proprietorship (188 - 193)
2.5. Corporate group (194 - 197)
2.6. State-owned Company (88- 110)
 2. FORMS OF ENTERPRISES BASED
ON LAW ON ENTERPRISES
- Characteristics:
+ Member
+ Member liability
+ Ability to issue shares
+ Legal entity status
- Finance (Capital contribution, Capital
Transfer, Profit contribution,…)
- Management Structure, legal representative
- Strengths, weaknesses of each kind of
enterprises
 2.1. LIMITED LIABILITY COMPANY
WITH TWO OR MORE MEMBERS
2.1.1. CHARACTERISTICS
A) MEMBER
B) MEMBER LIABILITY
C) ABILITY TO ISSUE SHARES
D) LEGAL ENTITY
2.1.2. FINANCE
A) CAPITAL CONTRIBUTION
B) TRANSFER OF CONTRIBUTED CAPITAL AMOUNT
C) REDEMPTION OF CONTRIBUTED CAPITAL AMOUNT
D) ADJUSTMENT TO CHARTER CAPITAL
E) PROFIT DISTRIBUTION
2.1.3. MANAGEMENT STRUCTURE
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.1. CHARACTERISTICS
A) MEMBER
- MAY BE ORGANISATION OR INDIVIDUALS
- QUANTITY: 2≤x≤50

(?) LESS THAN 2 & MORE THAN 50???

 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.1. CHARACTERISTICS
B) MEMBER LIABILITY
“Members must be liable for the debts and other
property obligations of the enterprise within the
amount of capital contributed to the enterprise”
- Exception: Art 47.4: Committed capital?
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.1. CHARACTERISTICS
C) ABILITY TO ISSUE SHARES
→ MUST NOT ISSUE SHARES except when it
converts to become a shareholding company.
→ WHY?
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.1. CHARACTERISTICS
D) LEGAL ENTITY
→ from the date of issuance of its Enterprise
Registration Certificate (ERC).
→ (?) Contracts prior to business registration?
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.2. FINANCE
A) CAPITAL CONTRIBUTION:
+ CONTRIBUTED ASSETS: ART 34
+ VALUATION OF CONTRIBUTED ASSETS: ART 36
+ TRANSFER OF OWNERSHIP OF CONTRIBUTED
ASSETS: ART 35
+ OBLIGATION OF CAPITAL DISTRIBUTION: Members must
contribute capital to the company in full and in the type of assets
as undertaken when registering establishment of an enterprise,
within a period of ninety (90) days from the date of issuance of
the ERC, excluding the duration of transporting or importing
assets contributed as capital and conducting administrative
procedures for conversion of ownership of assets.
 DISCUSSION

A, B, C together established D Co.,Ltd.

Upon their agreement of capital
contribution, A committed to contribute 500
mil, B with 350 mil and C with his factory of
450mil. After that, C wants to contribute his
450-million car instead of his factory as
committed.
Is C allowed to change his type of
contributed assets?
 DISCUSSION

On the due date, B contributed 200 mil (The

committed capital amount is 350mil).
- How to deal with the unpaid capital
amount?
- Is B still the member of the company? If
yes, what is his liability?
 2.1. LLC WITH TWO OR MORE
MEMBERS
(?) PROOF OF CAPITAL CONTRIBUTION:

→ Capital Contribution Certificate (Art 47.5)

 2.1. LLC WITH TWO OR MORE
MEMBERS
B. TRANSFER OF CONTRIBUTED CAPITAL AMOUNT
→ Restrictions: Art 51-52-53
→ Reasons for such restrictions?
 DISCUSSION
X Co.,Ltd: A = 200mil, B=300mil, C=250 mil,
D=350 mil, E=150 mil. Charter capital amount =
1.250 bil.
C WANTS TO TRANSFER HIS CAPITAL
AMOUNT:
1: THE 4 REMAINING MEMBERS WANT TO
PURCHASE B’S CAPITAL AMOUNT
2: ONLY A AND B WANT TO PURCHASE
3: ONLY E WANTS TO PURCHASE
 2.1. LLC WITH TWO OR MORE
MEMBERS
C. REDEMPTION OF CONTRIBUTED CAPITAL
AMOUNT
- WHEN? ART 51.1, 53.4
- CONSEQUENCES?:
+ TERMINATION OF MEMBER STATUS
+ THE CHARTER CAPITAL WILL BE DECREASED
 2.1. LLC WITH TWO OR MORE
MEMBERS
D. ADJUSTMENT TO CHARTER CAPITAL (Art.68)
- INCREASE OF CHARTER CAPITAL: 2 POSSIBILITIES
+ Capital contribution of members is increased
+ Capital contributions are made by new members
- DECREASE OF CHARTER CAPITAL: 3 POSSIBILITIES
+ Return part of the contributed capital to members –
Conditions?
+ Redeem the members’ contributed capital amounts
+ The charter capital has not been paid in sufficiently
and timely
 2.1. LLC WITH TWO OR MORE
MEMBERS
D. PROFIT DISTRIBUTION (ART 69)
- 3 CONDITIONS
+ Generate profits
+ Fulfil taxes and other financial obligations
+ Ensure that all debts and other property
obligations may be fully paid after distribution of
profits
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.3. MANAGEMENT STRUCTURE: Art 54
MEMBERS’ COUNCIL

DIRECTOR CONTROLLING BOARD

(GENERAL DIRECTOR)

REMARK: Company >=11 members: Controlling board is

compulsory. Company < 11 members : Controlling board is optional
 2.1. LLC WITH TWO OR MORE
MEMBERS
2.1.3. MANAGEMENT STRUCTURE: Art 54
MEMBERS’ COUNCIL

DIRECTOR CONTROLLING BOARD

(GENERAL DIRECTOR)

REMARK: State-owned LLCs and its subsidiaries: Controlling

board is compulsory. The remainder: Controlling board is optional
 2.1.3. MANAGEMENT STRUCTURE

LEGAL REPRESENTATIVE
→ ART.12-15
→ ART 54.3
 2.1.3. MANAGEMENT STRUCTURE

A. MEMBERS’ COUNCIL (ART.55)

- POSITION:
+ HIGHEST DECISION-MAKING BODY
+ COMPRISE ALL MEMBERS
- MEMBERS’S COUNCIL MEETING: ART 57
- RIGHTS AND OBLIGATIONS: ART 55.2
 2.1.3. MANAGEMENT STRUCTURE

B. CHAIRPERSON OF MEMBERS’COUNCIL (ART 56)

- SHALL BE ELECTED BY THE MEMBERS’ COUNCIL
- MAY CONCURRENTLY ACT AS THE DIRECTOR OF
THE COMPANY
- THE TERM OF OFFICE: =<5 YEARS (WITHOUT
TERM LIMIT)
- RIGHTS AND OBLIGATIONS: ART 56.2
 2.1.3. MANAGEMENT STRUCTURE

C. DIRECTOR/GENERAL DIRECTOR
- MANAGE THE DAY-TO-DAY BUSINESS OPERATION
OF THE COMPANY
- MAY CONCURRENTLY ACT AS THE CHAIRPERSON
OF THE COMPANY
- MAY BE THE LEGAL REPRESENTATIVE
- RIGHTS AND OBLIGATIONS: ART 63.2
- CRITERIA AND CONDITIONS: ART 64
 2.1.3. MANAGEMENT STRUCTURE

D. CONTROLLING BOARD

- Rights and Obligations: Art 65.3

- Criteria and Conditions: Art 65.2
 2.2. ONE-MEMBER LLC

2.2.1. CHARACTERISTICS
- MEMBER
- MEMBER LIABILITY
- LEGAL ENTITY STATUS
- ABILITY TO ISSUE SHARES
2.2.2. FINANCE
- CAPITAL CONTRIBUTION
- CAPITAL WITHDRAWAL VÀ TRANSFER
- ADJUSTMENT TO CHARTER CAPITAL
2.2.3. MANAGEMENT STRUCTURE
 2.2. ONE-MEMBER LLC

2.2.1. CHARACTERISTICS
A. MEMBER: 01 MEMBER (INDIVIDUAL/ORGANISATION)
B. MEMBER LIABILITY:
→ liable for all debts and other property obligations of the
company within the amount of the charter capital of the
company.
C. LEGAL ENTITY STATUS:
→ from the date of issuance of the ERC
D. ABILITY TO ISSUE SHARES:
→ NOT ALLOWED except in a case of conversion to become
a shareholding company
 2.2.2. FINANCE

A. CAPITAL CONTRIBUTION: IN FULL WITHIN THE

TIME LIMIT (ART.75)
B. CAPITAL WITHDRAWAL AND TRANSFER: ART 77
C. ADJUSTMENT TO CHARTER CAPITAL: ART 87
+ DECREASE OF CHARTER CAPITAL – CONDITIONS?
+ INCREASE OF CHARTER CAPITAL
 2.2.3. MANAGEMENT STRUCTURE

INSTITUTIONAL OWNER INDIVIDUAL OWNER

PRESIDENT
Members’ council PRESIDENT

DIRECTOR DIRECTOR DIRECTOR

CONTROLLING BOARD CONTROLLING BOARD

REMARK: State-owned LLCs: Controlling board is compulsory. The remainder:

Controlling board is optional
 2.3. JOINT-STOCK COMPANY

2.3.1. CHARACTERISTICS
A. MEMBER
B. MEMBER LIABILITY
C. ABILITY TO ISSUE SHARES
D. LEGAL ENTITY STATUS
E. LEGAL ISSUES ON CHARTER CAPITAL
2.3.2. TYPES OF SHARES
2.3.3. MANAGEMENT STRUCTURE
 2.3. JOINT-STOCK COMPANY
2.3.1. CHARACTERISTICS
A. MEMBER:
- INDIVIDUAL, ORGANISATION
- MIN: 3, MAX: UNLIMITED
B. MEMBER LIABILITY: LIMITED LIABILITY WITHIN
THE CONTRIBUTED CAPITAL AMOUNT
C. ABILITY TO ISSUE SHARES: ALLOWED TO ISSUE
ALL KIND OF SHARES
D. LEGAL ENTITY STATUS: from the date it is
granted an ERC.
 2.3.1. CHARACTERISTICS

LEGAL ISSUES ON CHARTER CAPITAL

The charter capital is divided into equal portions
called shares
 LEGAL ISSUES ON CHARTER
CAPITAL
DISTINGUISH:
+ CAPITAL STRUCTURE OF LLC WITH 2 OR MORE
MEMBERS:
CHARTER CAPITAL= T1 + T2+ …+ Tn ( n≤ 50)

+ CAPITAL STRUCTURE OF SJC:

 LEGAL ISSUES ON CHARTER CAPITAL

CHARTER CAPITAL = TOTAL PAR VALUE OF SOLD

SHARES

AT THE TIME OF ESTABLISHMENT:

CHARTER CAPITAL = TOTAL PAR VALUE OF SHARES
REGISTERED FOR PURCHASE
Distinguish: Sold Shares – Shares allowed to be
offered – Unsold shares
 2.3.1. CHARACTERISTICS
D. TRANSFER OF SHARES (ART 127)
SHARES CAN BE FREELY TRANSFERED, EXCEPT FOR 3 CASES:
1. TRANSFER RESTRICTION STIPULATED IN THE COMPANY
CHARTER

2. VOTING PREFERENCE SHARES NOT ALLOWED TO

TRANSFER
3. ORDINARY SHARES OF FOUNDING SHAREHOLDERS
WITHIN 3 YEARS FROM THE DATE OF ISSUANCE OF ERC :
- B/W FOUNDING SHAREHOLDERS: FREELY TRANSFERRED
- OTHER SHAREHOLDERS/PERSON: APPROVED BY GMS
- REMARK: ART 120.4 LAW ON ENTERPRISES 2020
 2.3.2. TYPES OF SHARES (Art 113)

2 TYPES:
ORDINARY SHARES: MANDATORY
PREFERENCE SHARES: OPTIONAL

- Each share of the same type must entitle its

holder to the same rights, obligations and
interests.
 2.3.2. TYPES OF SHARES

A. ORDINARY SHARES
- OWNER: INDIVIDUAL/ ORGANISATION
- TRANSFER: FREELY TRANSFERRED EXCEPT THE
CASES STIPULATED IN ART 120.3, 127.1
- VOTING: 1 ORDINARY SHARE = 1 VOTE
- CANNOT BE CONVERTED INTO PREFERENCE
SHARES
 2.3.2. TYPES OF SHARES

B. PREFERENCE SHARES

+ Voting preference shares;

+ Dividend preference shares;
+ Redeemable preference shares;
+ Other preference shares stipulated in the charter
of the company.
 2.3.2. TYPES OF SHARES

VOTING PREFERENCE SHARES

- PREFERENCE: MORE VOTES THAN A ORDINARY
SHARE

- 1 Voting Preference Share = n VOTE (n > 1,

CHARTER)
(n: THE QUANTITY OF VOTES)
 VOTING PREFERENCE SHARE
- ‘A voting preference shareholder carries more votes than
an ordinary one’?

- VOTE CALCULATION: 3 Elements

+ TYPE OF SHARES ( VOTING PREFERENCE OR ORDINARY)
+ THE QUANTITY OF SHARES
+n=?
EXAMPLE: A= 100 ORDINARY SHARES, B = 10 VOTING
PREFERENCE SHARES
-n = 10: A = B
-n > 10: A < B
-n < 10: A > B
 VOTING PREFERENCE SHARE

1. OWNER: FOUNDING SHAREHOLDERS +

ORGANISATIONS AUTHORIZED BY THE
GOVERNMENT (ART 116.1)
+ FOUNDING SHAREHOLDER: VALID FOR 3 YEARS +
CONVERTED INTO ORDINARY ONES
+ ORGANISATIONS AUTHORISED: UNLIMITED
→ why?
2. RESTRICTIONS: NON-TRANSFERABLE
 DIVIDEND PREFERENCE SHARE

-PREFERENCE:
PAID AT A RATE HIGHER THAN THAT PAID FOR AN
ORDINARY STOCK OR AT AN ANNUAL FIXED RATE.
-RESTRICTION:
- HAVE NO RIGHTS TO VOTE, ATTEND THE GMS,
NOMINATE CANDIDATE TO THE BOARD OF
MANAGEMENT, CONTROLLING BOARD.
 REDEEMABLE PREFERENCE SHARE

1. PREFERENCE: SHALL BE REDEEMED BY THE

COMPANY…

2. RESTRICTION:
HAVE NO RIGHTS TO VOTE, ATTEND THE GMS,
NOMINATE CANDIDATE TO THE BOARD OF
MANAGEMENT, CONTROLLING BOARD.
 REMARK

AN ADDITIONAL PREFERENCE FOR DIVIDEND AND

REDEEMABLE PREFERENCE SHARES (Art.117.2.b)
Upon dissolution or bankruptcy of the company:
1. Redeemable preference shares
2. Dividend Preference shares
3. Voting Preference shares + Ordinary shares +
other type of shares
 2.3.3. MANAGEMENT STRUCTURE
GENERAL MEETING OF
SHAREHOLDER MODEL 1

BOARD OF CONTROLLING BOARD

MANAGEMENT

DIRECTOR/
GENERAL DIRECTOR
CONTROLLING BOARD NOT MANDATORY: 2 CONDITIONS
- Quantity: < 11 shareholders
- Institutional shareholders own < 50% /Total shares
 2.3.3. MANAGEMENT STRUCTURE
GENERAL MEETING OF
SHAREHOLDER MODEL 2

BOARD OF
MANAGEMENT

DIRECTOR/
GENERAL DIRECTOR
2 CONDITIONS
- 20% members of the B.M are independent members
- Auditing Committee is required in the B.M
 GENERAL MEETING OF
SHAREHOLDER (ART.135)
- POSITION: HIGHEST DECISION-MAKING BODY
- COMPRISE ALL SHAREHOLDERS HAVING THE
RIGHT TO VOTE
- RIGHTS AND OBLIGATIONS: ART.138
- OTHER ISSUES: ART.139 → ART.152
 BOARD OF MANAGEMENT
1. POSITION: THE BODY MANAGING THE COMPANY
- FULL COMPETENCE TO MAKE DECISIONS IN THE NAME OF
THE COMPANY…
2. QUANTITY:
3 ≤ n ≤ 11
3. TERM OF OFFICE:
+ MEMBERS OF B.M: UP TO 5 YEARS WITHOUT TERM LIMIT
4. CRITERIA, CONDITIONS
+ MEMBER OF B.M: ART 155.1
+ INDEPENDENT MEMBER OF B.M: ART 155.2
5. RIGHTS AND OBLIGATIONS: ART 153.2
 BOARD OF MANAGEMENT

6. ADOPTING RESOLUTIONS OF THE B.M

- 1 MEMBER OF THE B.M = 1 VOTE
- PRINCIPLE OF VOTING
+ Majority Rule
+ In the event of a Tie vote: The vote of the chairperson is
decisive
 DISCUSSION
- THE B.M HAS 5 MEMBERS: A (Chairperson), B, C,
D, E.
- 4 members attend the meeting to vote on the
dismissal of General Director H and G’s
appointment as new G.D. Results:
- A, B agree to dismiss H and appoint G
- C,D object to the dismissal and appointment
- E sends the vote by mail: “Object to the
dismissal of Mr H”

Who is the G.D? H or G?

 AUDITING COMMITTEE – ART 161
1. POSITION
2. QUANTITY
3. RIGHTS AND OBLIGATIONS
 DIRECTOR/GENERAL DIRECTOR
- TERM OF OFFICE: UP TO 5 YEARS (WITHOUT TERM
LIMITS)
- RIGHTS AND OBLIGATIONS: ART 162.3
- CRITERIA: ART 162.5
 DISCUSSION

“ I AM CURRENTLY A DIRECTOR OF A JSC LOCATED

IN HCM CITY. I PLAN TO ESTABLISH A SUBSIDARY
COMPANY LOCATED IN HANOI. AM I ALLOWED TO
BE THE DIRECTOR OF THIS NEWLY-ESTABLISHED
COMPANY?
 CONTROLLING BOARD
(ART.168 → ART.174)
- QUANTITY: 3 ≤ n ≤ 5, TERM OF OFFICE: UP TO 5
YEARS
- RELATIONSHIP WITH B.M/ G.D: INDEPENDENT
- CRITERIA AND CONDITIONS: ART.169
- RIGHTS AND OBLIGATIONS: ART.170
 2.4. PARTNERSHIP
2.4.1. CHARACTERISTICS
GENERAL PARTNER LIMITED PARTNER

MANDATORY OPTIONAL

INDIVIDUAL (WHY?) INDIVIDUAL/ORGANIS

ATION
MIN:2 – MAX: UNLIMITED
UNLIMITED
 2.4. PARTNERSHIP
2.4.1. CHARACTERISTICS
- MEMBER LIABILITY
GENERAL PARTNER LIMITED PARTNER
Liable for the liable for the debts of
obligations of the the partnership within
partnership with all of the limit of the capital
their assets amount they have
contributed to the
partnership
 2.4.1. CHARACTERISTICS
C. LEGAL ENTITY STATUS
LAW 1999 – LAW 2005 & 2014 & 2020
D. ABILITY TO ISSUE SHARES:
NOT ALLOWED TO ISSUE SECURITIES OF ANY
KINDS
 Article 74 – Civil Code 2015
1. An organization shall be recognized as a juridical
person if it meets all of the following conditions:
a) It is legally established as prescribed in this Code
and relevant laws;
b) It has an organizational structure prescribed in
Article 83 of this Code;
c) It has property independent from other natural
and juridical persons and bears liability by
recourse to its property;
d) It participates independently in legal relations in
its own name.
 2.4.2. MEMBERSHIP REGULATIONS

- Rights and obligations of G.P: Art 181

- Restrictions on rights of G.P: Art 180
- Termination of G.P Status: Art 185
- Admission of new partners: Art 186
- Rights and obligations of L.P: Art 187
 2.4.2. MEMBERSHIP REGULATIONS

RESTRICTIONS ON RIGHTS OF G.P: ART 180

- Not allowed to be the owner of a sole proprietorship or a
general partner of another partnership (Unless approved by
other general partners)
- Not allowed to conduct in his/her own name or in the
name of another person the same business lines as those of
the partnership for his/her personal benefits or for the
interests of another organization or individual
- Not allowed to transfer part or the whole of his/her capital
contribution in the partnership to another person without
the consent of other general partners.
 2.4.2. MEMBERSHIP REGULATIONS

Termination of G.P Status: Art 185

During 2 years after termination of general
partner status, the general partner, who either
voluntarily withdraws capital from the partnership
or has been excluded from the partnership, shall
still be jointly liable with all his/her assets for the
partnership’s debts which arise prior to the date
of termination of partner status.
 2.4.3. MANAGEMENT STRUCTURE

ART 182

MEMBERS’ COUNCIL

CHAIRPERSON (MAY ACT

CONCURRENTLY AS
DIRECTOR/GENERAL DIRECTOR)
(UNLESS OTHERWISE PROVIDED BY THE CHARTER)
 2.4.3. MANAGEMENT STRUCTURE

LEGAL REPRESENTATIVE OF THE PARTNERSHIP

- GENERAL PARTNERS: act as legal
representatives and organize management of
day-to-day business of the partnership
- CHAIRPERSON/DIRECTOR: Represent the
partnership in relationship with state agencies;
represent the partnership as defendant or
plaintiff in lawsuits, commercial disputes or
other disputes.
 2.5. SOLE PROPRIETORSHIP

SOLE PROPRIETORSHIP = PRIVATE ENTERPRISE?

SOLE PROPRIETORSHIP VS STATE-OWNED

COMPANIES?
 2.5.1. CHARACTERISTICS
A. OWNER:
AN INDIVIDUAL
1 INDIVIDUAL = 1 SOLE PROPRIETORSHIP, WHY?
B. MEMBER LIABLITY:
Liable for all activities of the enterprise with all
his/her assets.
C. LEGAL ENTITY STATUS
D. ABILITY TO ISSUE SECURITIES
 2.5.2. RIGHTS AND OBLIGATIONS OF
ENTERPRISE OWNERS

A. FINANCE
B. MANAGEMENT
C. LEASE OF ENTERPRISE
D. SALE OF ENTERPRISE
 2.5.2. RIGHTS AND OBLIGATIONS OF
ENTERPRISE OWNERS

A. FINANCE (ART 189)

- Register the investment capital by
himself/herself.
- Reduce the investment capital below the
amount of investment capital registered only
after registration with the business registration
agency.
- Have total discretion in deciding on the use of
profits after payment of taxes.
 2.5.2. RIGHTS AND OBLIGATIONS OF
ENTERPRISE OWNERS
B. MANAGEMENT - ART 190
- Have total discretion in making all business
decisions
- Act as the legal representative
- Director can be the owner or can be hired -
Liability?
 2.5.2. RIGHTS AND OBLIGATIONS OF
ENTERPRISE OWNERS
C. LEASE OF ENTERPRISE: ART 191
- The owner of a private enterprise may lease his/her
whole enterprise provided that a written notice and
a notarized copy of the lease contract shall be sent
to the business registration agency and the tax
agency within 3 working days after the lease
contract becomes effective.
- During the lease term, the owner of the private
enterprise shall remain responsible before law as the
owner of the enterprise.
- The rights and responsibilities of the owner and
the lessee with respect to the business operations of
the enterprise shall be provided in the lease contract
 2.5.2. RIGHTS AND OBLIGATIONS OF
ENTERPRISE OWNERS
D. SALE OF ENTERPRISE (ART 192)
- The owner may sell his/her enterprise to another
person.
- After selling his/her enterprise, the owner shall
remain liable for all debts and other property
obligations of the enterprise incurring before the
date of handing over the enterprise, unless
otherwise agreed by the purchaser, the seller and
creditors of the enterprise.
 2.6. CORPORATE GROUPS

ECONOMIC GROUP, CORPORATIONS: ART 194

PARENT COMPANIES, SUBSIDIARIES: ART 195
RIGHTS AND RESPONSIBILITIES OF A PARENT
COMPANY TO ITS SUBSIDIARIES: ART 196
FINANCIAL STATEMENTS OF PARENT
COMPANIES AND SUBSIDIARIES: ART 197
 3. ESTABLISHMENT – DISSOLUTION
- BANKCRUPTCY
3.1. ESTABLISHMENT AND MANAGEMENT OF ENTERPRISES (ART 17)
→INDIVIDUALS AND ORGANISATIONS…
EXCEPTIONS:
1. STATE AGENCIES… USING STATE ASSETS… TO MAKE PROFITS FOR THEIR OWN
ORGANISATIONS
2. PUBLIC OFFICIALS, PUBLIC EMPLOYEES…
3. OFFICERS, NON-COMMISSION OFFCERS…
4. MANAGERS, PROFESSIONAL MANAGERS IN STATE COMPANIES
5. MINORS; PERSONS WHOSE CIVIL ACT CAPACITY IS RESTRICTED OR LOST; PERSONS
WITH COGNITIVE DIFFICULTIES OR DIFFICULTIES WITH BEHAVIOURAL CONTROL;
ORGANIZATIONS WITHOUT LEGAL ENTITY STATUS;
6. PERSONS BEING EXAMINED FOR PENAL LIABILITY, SERVING PRISON SENTENCES;
OTHER CASES PRESCRIBED BY THE LAWS ON BANKRUPTCY AND CORRUPTION
PREVENTION AND COMBAT.
7. ORGANIZATIONS BEING COMMERCIAL LEGAL ENTITIES WHICH ARE PROHIBITED
FROM CONDUCTING BUSINESS OR OPERATING IN CERTAIN SECTORS PURSUANT TO
THE CRIMINAL CODE.
 3.2. CAPITAL CONTRIBUTION

THOSE NOT ALLOWED TO CONTRIBUTE CAPITAL

- State agencies, units of people’s armed forces
using state assets to contribute capital to
enterprises to make profits for their own
organizations and units;
- Those who may not contribute capital to
enterprises in accordance with the law on
public officials and employees.
 3.3. PROCEDURE FOR ENTERPRISE
REGISTRATION
- Enterprise registration authorities: Business
Registration Office - The Department of
Planning and Investment
- Documents and procedure for enterprise
Registration:
- Time limit for issuing certificate of enterprise
registration:
 3.4. DISSOLUTION OF ENTERPRISES

Circumstances & conditions for dissolution?

ÓPoff its debts
Solvent = able to pay
What are scenarios that an enterprise shall be
dissolved?
Compulsory?
Voluntary?
 3.4. DISSOLUTION OF ENTERPRISES

Procedures?
Is the dissolution initiatedÓP
by a resolution?
What is the order of payment of company debts?
When is the company deemed to be dissolved?
Prohibited activities?
 3.5. BANKCRUPTCY OF
ENTERPRISES
When does a company fall into the state of bankruptcy?
Insolvent = unable to pay its debts when they fall due
VN: The Bankruptcy Law 2014
ÓP
Other jurisdictions: Insolvency Law
Will falling into the state of bankruptcy lead to the declaration of
bankruptcy (bring the business to an end)?
Winding up or liquidation involves the closing down of the business and
the realization of company assets for the benefit of creditors.
Thank You