30/09/2023

INTRODUCTION
TO BUSINESS LAW
Dr. Huan Vo

CONTENT LAW is about what you CAN/CAN'T/MUST do

Part 1: Introduction to Business Law Business law = law for business environment
¢ What is “Business law”?

¢ What are the subject matters of Business law?

¢ Who is the main subject of Business law?

¢ What are sources of Business law?

where does law come from, what is it based on?
¢ Which roles do Business law play in the market economics?

Part 2: Law on Business Entities – General Regulations

¢ What is an enterprise?
¢ Classification of enterprises

relations
A <=======> B
BRAINSTORM conflict
- among members: shareholders, employees
Some relations which you think are governed
by business law and explain why you think so? - among stakeholders: supply <=> distribution, retail <=> customers

- company vs authority: structure, permit, managements

Other terms for business law?
court
- judicial: A <====> B resolve conflicts
conflict

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WHAT IS BUSINESS LAW?

Business law includes regulations, which are enacted or

recognized by the state, governing relationships between traders
together in the processes of organization, management and
performance of business activities, and business management
relationships between government authorities and traders.

OTHER TERMS OF BUSINESS LAW?

Business law

Economic Commercial
law law

Governing scope
Organization and Business activities between traders
management of
traders State management in business activities

Subjects
Traders Government authorities

BUSINESS LAW
=
REGULATIONS

Govern

WHAT ARE THE SUBJECT MATTERS OF BUSINESS LAW?

A <=======> B
conflict
A, B: subject, party
Business
activities
conflict: subject matter
State Internal
management organization
in business and
activities management
of a trader
Subject
matters of
Business law

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EXERCISE: WHICH OF THE FOLLOWING RELATIONS

MAY BE GOVERNED BY THE BUSINESS LAW?

1. HL Joint Stock Company selected Quan to be their general

director. yes

2. Binh submitted dossiers to establish a company at the

business registration office.
yes

3. MHB bank merged into BIDV bank.

yes
4. Huyen requested FedEx to transport her parcel of goods from
the U.S. to Vietnam.
yes

example: a farmer with coffee beans will sell it to the trader (buyer)
WHAT ARE BUSINESS ACTIVITIES?

Article 4(21) Law on Enterprises 2020

Business means the continuous implementation of one, several

or all stages of an investment process, from the production to
the sale of products or provision of services on the market for
profit purposes.

WHAT ARE BUSINESS ACTIVITIES?

Production Sale of products

Promotion Provision of services

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EXERCISE: WHICH ONE IS A BUSINESS ACTIVITY? because coca leaves are directly related to the generation of

CocaCola's revenue

BUY Coca leaves

Stationery

WHICH OF THE FOLLOWING IS A BUSINESS ACTIVITY ?

William

DISCUSSION

What are the main features of business activities?

What are the differences between business activities and

civil activities?

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FEATURES OF THE BUSINESS ACTIVITIES

Business activity Civil activity

Purpose Profit Needs

Effect of
affected Not affected
market rules
Regular manner,
Nature Irregular manner
Professional
Individuals and
Subject Traders
organizations
Roles of the Supplementary
Main income
earnings income

ARE BUSINESS ACTIVITIES DIFFERENT FROM

COMMERCIAL ACTIVITIES?

Business Commercial
activities activities

business activity
ARE BUSINESS ACTIVITIES DIFFERENT FROM
COMMERCIAL ACTIVITIES?

Commercial
Article activities
3.1 Commercial law 2005 Business activities
Article 3(1) Commercial law 2005 Article 4(21) Enterprise law 2020

Commercial activities
Commercial activities mean
meansactivities
Businessformeans
the purpose of
the continuous
generating
activities forprofits, including:
the purpose ofsale and purchase
implementation ofof goods,
one, several or
provision profits,
generating of services,
including: investment,
all of stages commercial
of an investment
promotion
sale and other
and purchase of activities for the profit
goods, process, frompurpose.
the production to commercial activity
provision of services, the sale of products or provision
investment, commercial of services on the market for
promotion and other activities profit purposes.
for the profit purpose.

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Activities of traders Conduct for the

purpose of profit

Business
activities

Bring the main Conduct regularly

income for traders and professionally

CLASSIFICATION OF BUSINESS ACTIVITIES

Business areas

Sale and purchase of goods

Service provision

Investment

Intellectual property

WHO IS THE MAIN SUBJECT OF BUSINESS LAW?

Article 6(1) Commercial law 2005

Traders include lawfully established economic organizations

and individuals that conduct commercial activities in an
independent and regular manner and have business
registrations.
Individuals
have civil Conduct
act capacity business
Business
Trader activities
independently registration
Lawfully and regularly
established
organizations

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TRADERS
both the individual and organization need to establish
Which requirements a subject
Who can be a trader?
must meet to be a trader? the enterprise is called a legal entity with legal status

1. Individuals who have full Conduct business activities. the individual has personal status
civil act capacity (full 18
years old and older, have not
lost or have restricted civil Conduct business activities
act capacity) independently for their own benefits
and under their name.
2. Lawfully established
organizations Conduct business activities regularly.

Register their business

WHO IS A TRADER?

STREET HAWKER

CLASSIFICATION OF TRADERS

COOPERATIVES

LEGAL
INDIVIDUALS
PERSONS
BUSINESS
HOUSEHOLD

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just a name

the highest document is the political credo (cương lĩnh chính trị)

this provides orientation, guidelines, instructions to achieve certain objectives

WHAT ARE SOURCES OF BUSINESS LAW? constitution = highest LEGAL document in VN, but not the highest document

Legislation the constitution is based on and help achieve those objectives.

Civil Commercial Enterprise Investment Bankruptcy Subordinate
Constitution ……..

code law law law law laws

constitution => law => decree, circular (procedures, steps)

International treaties
…
Convention on contracts for the International sale of goods
Trade agreements (Vienna convention 1980) …
.

Commercial customs
Uniform customs and practice for documentary
Incoterms
credits (UCP) ………

WHICH ROLES DO BUSINESS LAW PLAY IN THE MARKET

ECONOMICS?

• Equal environment
1

• Restrict disadvantages of the

2 market economy

• Development of the market

3 economy

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WHAT IS AN ENTERPRISE?
Art.4(10) – Law on Enterprises 2020
“Enterprise means an organization that has a proper
name, assets, premises, is established or registered
in accordance with law for business purposes”

Own name
Being established or having
establishment registration

Assets
Enterprise
=
Organisation

Conduct business Transaction office

EXAMPLE: ENTERPRISES

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CLASSIFICATION OF ENTERPRISES

(1) BY THE LEGAL FORMS

not businesses
Enterprises

Limited liability Joint stock Partnership Private

company company company enterprise
TNHH CTCP DNTN

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Public-Private Partnership: collab between private and state owned

CLASSIFICATION OF ENTERPRISES enterprise. Ex: construction

BY THE OWNERSHIP B.O.T: build-operate-transfer B.T: build-transfer

Enterprises

State owned enterprise

Private owned enterprise (>50% of the capital or voting shares belonging to the
state)

local, foreign PUBLIC

either from individual
or org

CLASSIFICATION OF ENTERPRISES GS ông A đổ 3 tỷ đồng vốn vào công ty, tuy nhiên cty nợ 4 tỷ, ko thể trả nợ nên
responsibility phá sản
BY THE SCOPE OF LIABILITY OF OWNER
owner and business owner and business Unlimited: Ông A sẽ phải trả thêm 1 tỷ
are the same legal Enterprises are different legal
entities entities
Limited: Ông A chỉ cần liquidate công ty
Unlimited liability Limited liability
enterprise enterprise
no legal status (Owners will be liable for all the has legal status legal status
(Owners will be liable for all the
debts of enterprises within the
defendant: owner debts of enterprises by all of their
own property) amount of capital they defendant: company
contributed)

Partnership Limited liability

company company

Private enterprise Joint stock company

LIMITED LIABILITY AND UNLIMITED LIABILITY

$ 500,000

Debt $ 800,000

Unlimited • Pay off $800,000 debt

liability
Limited
• Only pay $500,000 of the debt
liability
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NEXT

¢ Private Enterprise

¢ Limited Liability Company (LLC)

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