1.

Phuong Anh Limited Liability Company has four members, with Ms Phuong
being one of them. Due to personal reasons, she wishes to withdraw her
capital contribution. In accordance with the law, Ms Phuong is excited to
offer her capital contribution for sale to individuals outside the company
immediately.
False, Điều 52 Luật DN
Article 52. Transfer of contributed capital amounts
1. Except the cases specified in Clause 4, Article 52, and Clauses 6 and 7, Article 53, of
this Law, a member of a limited liability company with two or more members has the
right to transfer part or the whole of his/her/its contributed capital amount to another
person in accordance with the following provisions:
a/ Offering for sale such contributed capital amount to the other members in proportion
to their contributed capital amounts in the company with the same offer conditions;
b/ Transferring to non-members with the same offer conditions applicable to the
remaining members specified at Point a of this Clause if the remaining members do not
purchase or do not fully purchase the contributed capital amount within 30 days from
the date of offer.

2. The owner of a single-member limited liability company can only be an

individual
True
Article 74. Single-member limited liability companies
1. A single-member limited liability company is an enterprise owned by one organization
or individual (below referred to as company owner). The company owner is liable for all
debts and other property obligations of the company within the charter capital of the
company.
2. A single-member limited liability company has the legal person status from the date it
is granted an enterprise registration certificate.
3. Single-member limited liability companies may not issue shares, unless they do so to
transform themselves into joint stock companies.
4. Single-member limited liability companies may issue bonds in accordance with this
Law and other relevant laws. The private placement of bonds must comply with Articles
128 and 129 of this Law.
 3. The organizational and management structure of a one-member limited
liability company is owned by an individual including the company
president.
False
Article 85. Organizational structure of single-member limited liability companies of
individual owners
1. A single-member limited liability company of an individual owner must have its
President and Chief Executive Officer.
2. The company owner is the Company President and may work concurrently or hire
another person to work as the Chief Executive Officer.
3. The rights and obligations of the Chief Executive Officer shall be specified in the
company charter and his/her labor contract.

4. A foreigner has the right to establish a private enterprise in Vietnam

True
Article 17. The right to establish, contribute capital to, purchase shares and contributed
capital amounts of, and manage, enterprises
1. Organizations and individuals have the right to establish and manage enterprises
in Vietnam in accordance with this Law

5. Limited Partners in a partnership have the right to legally represent the

partnership.
False, only the general partners have the authority to legally represent the partnership
Article 184. Administration of business of a partnership
1. General partners are at-law representatives and shall administer day-today business
operations of the partnership. All restrictions on general partners in conducting day-to-
day business operations of the partnership shall only be effective to a third party if such
party is aware of such restrictions.

6. A partnership is required to have at least 2 general partners and they can

be either individuals or organisations
False
Article 177. Partnerships
 1. A partnership is an enterprise in which:
a/ There are at least 2 members being co-owners who jointly conduct business
under one common name (below referred to as general partners). Apart from
general partners, the company may have limited partners;
b/ General partners must be individuals who are liable for the obligations of the
partnership with all of their assets;
c/ Limited partners may be organizations or individuals who are only liable for the
debts of the partnership within the limit of the capital amounts they have
committed to contribute to the partnership

7. Organizations and individuals can contribute capital to the business with

any type of assets.
False
Article 34. Assets contributed as capital
1. Assets contributed as capital may be in the form of Vietnam dong, freely convertible
foreign currency, gold, land use rights, intellectual property rights, technology, technical
know-how and other assets that can be valued in Vietnam dong.
2. Only organizations and individuals that are lawful owners of or have the lawful right to
use the assets specified in Clause 1 of this Article may use such assets for capital
contribution in accordance with law.

8. Shareholders who own voting preference shares have the right to

participate in General Meeting of Shareholders.
True
Article 116. Voting preferred shares and rights of voting preferred shareholders
1. A voting preferred share means an ordinary share that carries more votes than an
ordinary share; the number of votes per voting preferred share shall be specified in the
company charter. Only organizations authorized by the Government and founding
shareholders may hold voting preferred shares. The voting preference of founding
shareholders is valid for 3 years from the date of grant of the enterprise registration
certificate of the company. The voting right and period of voting preference for a voting
preferred share hold by an organization authorized by the Government shall be
specified in the company charter. After the period of voting preference, voting preferred
shares shall be converted into ordinary shares.
2. Voting preferred shareholders have the following rights:
a/ To vote on issues falling under the competence of the General Meeting of
Shareholders with the number of votes specified in Clause 1 of this Article;
b/ Other rights like ordinary shareholders, except the case specified in Clause 3 of this
Article.

9. The board of partners of a partnership includes all general partners

True
Article 182. The Members’ Council
1. The Members’ Council includes all partners. The Members’ Council shall elect a
general partner as the chairperson of the Members’ Council, who may
concurrently act as the Chief Executive Officer of the partnership, unless
otherwise specified in the partnership’s charter.

10. Owners of private enterprises have the right to sell their private enterprises
to other individuals and organizations
True
Article 192. Sale of sole proprietorships
1. The owner of a sole proprietorship may sell the sole proprietorship to another
individual or organization.
2. After selling his/her sole proprietorship, the owner of a sole proprietorship shall
remain liable for all debts and other property obligations of the sole proprietorship
incurring before the date of handing over the sole proprietorship, unless otherwise
agreed upon among the owner of the sole proprietorship, the purchaser and creditors of
the sole proprietorship.
3. The owner of a sole proprietorship and the purchaser of the sole proprietorship must
comply with the labor law.
4. The purchaser of a sole proprietorship shall register the change of the owner of the
sole proprietorship in accordance with this La

11. Business contracts are almost always bilateral.

Bilateral Contract: There must be at least two parties in the contract. Therefore all
agreements are bilateral or multilateral. Businesses provide a product or service in
exchange for financial compensation, so most businesses are constantly entering into
bilateral contracts with customers or suppliers.
True

12. A mortgage contract is an independent contract.

Mortgage is a security devices. It is not independent, always support an underlying
obligation (secured obligation) to secure payment or performance of obligation.
According to clause 1,2, Article 317, based on The Civil Code 2015,
Mortgage of property means that a party (below referred to as the mortgagor) uses
his/her/its own property to secure the performance of an obligation without transferring
such property to the other party (below referred to as the mortgagee). The mortgaged
property shall be kept by the mortgagor. The parties may agree to assign a third party to
keep the mortgaged property.
False

13. When implementing employment contracts, the employer may assign an

employee to perform another job.
According to Clause 1, Article 29, based on Labor Code 2019
Employer may assign an employee to perform another job, provided that the
assignment does not exceed 60 workdays within one year, and must give notice at least
3 days in advance unless otherwise agreed by the employee.
True

14. Law is a system of rules promulgated or recognized by the state and

organizations, reflecting the will and aspirations of citizens.
True
Definition of law

15. The nature of industrial labor is the relationship between employees and
employers.
=> False : Industrial relation means a social relation arising from the hiring of employees
or employment and wage payment between employees and employers, representative
organizations of involved parties, and competent state agencies.
16. Employers have to pay 17.5% of the monthly wagen fund of the employee
currently for social and health insurance.
=> FALSE : the employees have to pay social insurance 17.5%, Heath insurance 3%,
unemployment 1% , so the employees have to pay total20.5% for heath and social
insurance