Slide Mid Business Law - Version 1

Business Law
TA Đức Huỳnh Ngọc

T H E A U T H O R
AB O U T
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Hello mọi người, có thể thấy, trong slide là kiến thức do mình tổng hợp lại từ các tài liệu và trình bày theo tư duy của mình.
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đến môn Bussiness Law của trường IU. Ngoài ra, tất cả các kiến thức của slide này đều đến từ bộ Luật Doanh Nghiệp 2020 và
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chung. Cho nên mình rất là welcome các bạn dùng nó với mục đích học tập (bao gồm giảng dạy lại miễn phí). Không có gì
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TRADERS
(Article 6.1 Commercial law 2005 )
Who can be a Trader? Requirements to be traders?
Conduct business activities.

(individuals)
1. Individuals who have full civil
act capacity Conduct business activities
independently for their own
benefits and under their name.
2. Lawfully established
organizations (Business Entities) Conduct business activities
regularly.
Register their business

BUSINESS LAW
(regulations)
1. Law on Enterprise 2020 2. Commercial Law 2005
Organization Profit Purpose

Internal Business
Relations of Activities
(Business
Traders Entities)
Management Main Income
and Bankruptcy
Trader - Trader - Goverment Authorities

BUSINESS LAW
(regulations)
Governing Scopes Subjects
1. Organisation and
management of traders Traders
Business activities
2. between traders Government
Authorities
3.
State management in
business activities

BUSINESS LAW
(regulations)
Governing Scopes Subjects
1. Organisation and
management of traders Traders
Business activities
2. between traders Government
Authorities
3.
State management in
business activities

I. Enterprise Law
II. Bankruptcy Law
A. General Regulations and Definition
B. Private Enterprise - Sole Proprietorship
I. Law on C. Partnership
Enterprise D. Limited Liability Company - LLC1
E. Limited Liability Company - LLC2
F. Joint Stock Company

A. GENERAL
REGULATIONS &
DEFINITION
Organizations
Has own name & assets
Has transaction office
Enterprise Conduct Business Activities
Has enterprise registration
certificate
(Article 4.10, law on enterprise)
Business
Entities
Business
Cooperative Household

Mini quiz: Which of the following are an enterprise?
a) 19/5 Transportation Cooperative

b) Bun Bo Song Anh Business Household
c) Vietsovpetro
d) Co.opmart
e) Vin University
f) Hoan My Sai Gon Medic
g) Vietnam Electricity EVN
h) Military Commercial Bank
i) VnExpress
j) Ho Chi Minh City Television

DIFFERENCE
Business Activities Commercial activities
Article 3.1 Commercial law 2005 Article 4.16 Enterprise law 2020
Commercial activities means activities for Business means the continuous

the purpose of generating profits, implementation of one, several or
including: sale and purchase of all of stages of an investment
goods, provision of services, process, from the production to the
investment, commercial promotion sale of products or provision of
and other activities for the profit services on the market for profit
purpose. purposes.

BUSINESS ACTIVITIES
Conduct Regularly
Conduct Professionally
Conduct for Profit (Main Income)
Conduct between Business Entities/Traders
Exceptional: Education & Healthcare
Test: TRUE/FALSE
1. Apple sells an Ipad for Duc
2. Long buys an Ipad from Duc
3. Coca Cola buys stationary from Thien Long Group.
4. Coca Cola buys coca leaves from Binh.

CLASSIFICATION OF ENTERPRISE
Based Upon the scope of

Based Upon Legal Forms Based Upon Ownership
liability of owner
Limited Liability
company Private Owned Unlimited
Limited Liability
Liability
Joint Stock Company
State owned 50%
Article 4.11 Enterprise law 2020
Partnership Company
Private Enterprise

CLASSIFICATION OF ENTERPRISE
Based Upon the scope of

Based Upon Legal Forms Based Upon Ownership
liability of owner
Limited Liability
company Private Owned Unlimited
Limited Liability
Liability
Joint Stock Company
State owned 50%
Article 4.11 Enterprise law 2020
Partnership Company
Private Enterprise

Types & Nature of Enterprises
LEGAL PERSON/ LEGAL ENTITY (Article 74, Civil law 2015)
Legal person = Pháp Nhân = Individual = Thể nhân (cá nhân)
1. Having Legal Person 2. Not Having Legal Person = Individuals
3. Difference between Legal person and Legal Representative

LEGAL PERSON/ LEGAL ENTITY
(Article 74, Civil law 2015)
Grabup: True/False
1. Vingroup Joint Stock Company establishes the Vin Fast LLC.
2. Hai, owner of Hoa Hong private enterprise, buys shares at PNJ Joint Stock Company.
3. Hung Dung Partnership buys a penthouse in District 1 of HCMC.
4. Hieu, a general partner of IU Partnership, becomes a member of Apple LLC.
5. Vingroup Joint Stock Company sell Vinmart and Vinmart+ to Masan Group JSC.
6. Hoa Hong private enterprise will cease to exist when Hai, its owner dies.

ESTABLISH & MANAGE REGULATIONS
(Article 17, Enterprise Law 2020)

ESTABLISH & MANAGE REGULATIONS
Grabup: True/False
1. Minh, a 16-year-old high school student.
2. Hai, a police officer.
3. Trung, a prisoner.
4. Hieu, a government official.
5. TOSA, IU Team of Office of Student Affairs

CAPITAL WITHDRAWAL / CAPITAL BUYBACK /
CAPITAL TRANSFER
Capital Withdrawal
(Cash Back on Investor/Owner/Member)
Capital Buyback Capital Transfer

Company Capital Charter decrease AND Company Capital Charter remains AND
Investors/Member decrease Investors/Member remains

NAME OF ENTERPRISE
Confusingly Similiar
Prohibited Name
Name
(Article 38, Enterprise Law 2020) (Article 41, Enterprise Law 2020)

CONFUSINGLY SIMILIAR NAME
All Types of Enterprise Same Types of Enterprise
Vietnamese name is pronounced same as the “&”,“và” “.”, “+”, “-”, “_”
name registered Ex: Cong ty TNHH TM AB – Cong ty TNHH TM A&B
Ex: Doanh nghiep tu nhan Hoang Hao – Doanh nghiep tu
nhan Hoan Hao “tan” or “moi”
Ex: Tan Vinh Phat - Vinh Phat - Vinh Phat Moi
Name in foreign language is identical to the
foreign language name registered “mien bac”, “mien nam”, “mien dong”, “mien
Ex: Alphabet JSC vs Alphabét JSC tay”, “mien trung”
Ex: Vinh Phat vs Vinh Phat Mien Trung
Proper name is identical with the proper name of
F, J, Z, W, alphabet, number after the proper
registered enterprises
name
Ex: Cong ty TNHH Young Dong Vina – Cong ty CP Young
Ex: Binh Minh JSC – Binh Minh123 JSC
Dong Vina
Abbreviated name is identical to the abbreviated
name registered
Ex: Lan Thanh JSC - Lung Tung JSC
CONFUSINGLY SIMILIAR NAME
Example: TRUE / FALSE
1. Doanh nghiep tu nhan Lan Thanh– Doanh nghiep tu nhan Lang Thanh
2. Cong ty TNHH Mat Troi – Cong ty TNHH Mat TroiZ
3. Cong ty TNHH AB – Cong ty TNHH A&B
4. Cong ty co phan Hoan Cau – Cong ty co phan Tan Hoan Cau
5. Cong ty hop danh Hoa Sen – Cong ty hop danh Hoa Sen mien nam
6. Doanh nghiep tu nhan Vinh Hoan and Cong ty TNHH Vinh Hoang

Reorganization Article 198 - 205, Law on Enterprise 2020

Reorganization Article 198 - 205, Law on Enterprise 2020
1. According to the law on enterprises 2020, which of the following cannot be reorganized by
consolidation?
a. Partnership companies holding 7% of the market shares consolidate with limited liability companies holding
15% of the market shares
b. Limited liability companies holding 9% of the market shares consolidate with joint stock companies holding
10.5% of the market shares
c. Limited liability companies holding 10% of the market shares consolidate with joint stock companies holding
45% of the market shares
d. None of above
2. According to the law on enterprises 2020, who will be liable for the debts after the merger in the
following case? Intcon Limited Liability Company (Intcon) which has 21.5 billion dong of debt and
NTT joint stock Company (NTT) which has 13 billion dong of debt decided to merge into DOP Joint
stock company (DOP)
a. Intcon and NTT will be liable for their own debt
b. Intcon, NTT and DOP will be jointly liable for the debts
c. DOP will be liable for the debts
d. Nobody will be liable for the debts
B. PRIVATE
ENTERPRISE - SOLE
PROPRIETORSHIP
Article 188 - 197, Law on Enterprise 2020
RIGHT TO ESTABLISH PRIVATE ENTERPRISE
Article 188, Law on Enterprise 2020
ARTICLE 17.2
LIMITED OWNER

RIGHT TO ESTABLISH PRIVATE ENTERPRISE
1. Hanh, a limited partner of ABC Partnership Company.
2. Hao, a shareholder of Vin Group.
3. Tung, an owner of MTV Private Enterprise.
4. Trang, a member of TF Limited Liability Company.
5. Nghi, an owner of Huynh Hoa Bakery.

ORGANIZATIONAL STRUCTURE
OWNER
DIRECTOR

LEASED/SELL PRIVATE ENTERPRISE
Article 191-192, Law on Enterprise 2020
Owner
Sell Lease

LEASED/SELL PRIVATE ENTERPRISE
Article 191-192, Law on Enterprise 2020
Example 1:
According to the LOE 2020, who will be liable for the debt in the following case? Thanh was the owner of Thien
Thanh Private Enterprise. In January 2015 due to personal issues, Thanh was unable to manage the enterprise.
Therefore she sold the enterprise to Binh. In September 2015, Binh borrowed 200 million dong from An on behalf
of the enterprise which had not been returned by March 2016. In January 2016, Tuan was appointed to help Binh
operate the enterprise.
Example 2:
According to the LOE 2020, who will be liable for the debt in the following case? Nguyen Gia private enterprise is
owned by Long. In 2010 Long leased the enterprise to Dung for 2 years. Dung employed My to work as a director in
the enterprise. In 2011, My was authorized to take out a 2 billion dong loan from OCB to buy a car valued at 3
billion dong for the enterprise. In 2015, OCB requested the enterprise to pay off the due loan.

C. PARTNERSHIP
ENTERPRISE
Article 182 & 184, Law on Enterprise 2020
Elect from General Partner Chairman of

Member Council
General Partners
Member Council
(At least 2 members)
Limited Partners
General Director/ Work concurrently

Director

CONVENE MEETING
Group
Necessary
(At Chairman’s discretion)
1. Chairman of
Member Council
General partner’s
FAIL TO CONVENE
requirement
2. General Partner

MEETING RESOLUTION
Normal cases: of total general partners
Special cases: total general partners
Amend, supplement the charter

Admit new partners
Decide on getting or providing a loan valued at or above 50% of the capital charter
Decide on buying or selling assets valued at or above the charter capital
Decide on dissolution and bankruptcy
Ratify annual financial statements, profit distribution
Decide investment in projects
Decide on oriented development
Permit capital withdrawals and exclusion of general partners

TERMINATION OF GENERAL PARTNER STATUS
1. Willingly withdraw the capital

2. Died or declared as missing, having restricted or lost of civil act capacity or limited cognition and
behavior control
3. Serving imprisonment penalties or banned from certain jobs
4. 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 180:
Owner of private enterprise, General partners of another Partnership
Do business in same industry/field of the company on behalf of individual or company
Transfer one or all capital to another without other General partner’s approval
d. Failing to properly perform his/her obligations

PARTNERSHIP CHECK
Example 1:
According to the LOE 2020, which owners will be liable for the debt in the following case? Viet Cuong Partnership
Company had 4 general partners including Toan, Huong, Nghia and Van. In 2015, Toan decided to withdraw his
contributed capital and Van transferred her contributed capital to Nam. In March 2016, Vietinbank requested the
company to pay off the 5 billion dong loan from 2014.
Example 2:
According to the LOE 2020, who will be liable for the debt in the following case? Hong Hai Partnership Company was
established by Hong and Hai. In 2010 Hong donated his capital to Nhat and Phuong who were approved to become
general partners of the company. In January 2012, Nhat withdrew his capital and Hai transferred his capital to Ngan who
was approved to become a general partner of the company. In December 2015, Vietcombank requested the company to
pay off the 10 billion dong debt which the company borrowed in 2009.
Example 3:
How will Ngoc be liable for the debt in the following case? Hong Ngoc Partnership Company was established by Hong
and Ngoc. Each person contributed 4 billion dong into the company. In 2017, in order to expand the project in Gia Lai,
Hong took out a 15 billion dong loan from City bank on behalf of the company without Ngoc s approval.

D. SINGLE
MEMBER LLC
1. General Regulations
2. LLC1 by Individual
LLC I
3.LLC1 by Organization
1. General Regulations
CAPITAL CONTRIBUTION
90 days deadline for capital contribution after receive registrations certification. In

that time, have responsibility for the capital the owner registered.
=> If unsufficient capital contribution, have to registered for adjustment in 30 days

=> Still liable to the original capital contribution’s registrations until having adjustment
registrations certificate
Receiving adjusting
registration
90 days 30 days
Grant the enterprise Due date of capital Due date of capital

registration certificate contribution adjustment

A: 300m B: 500m C: 7 Billion
Example:
According to the LOE 2020, how will the owner be liable for the debt in the following case?
Loan is the only member of Tyre Limited Liability Company (hereafter Tyre). Loan
committed to contribute 500 million dong into Tyre in 2012. However till 2015 Loan
contributed only 300 million dong. The company informed the business registration office
about this in 2015. In March 2016, Ngoc requested the company to pay off 7 billion dong
debt from 2014.
Receiving adjusting
registration
90 days 30 days

CAPITAL WITHDRAWAL
Article 77.5 & 78.1, Law on Enterprise 2020
Transfer capital
A PART or ALL
Individual
1. Reorganize Company
Company Owner Model in 10 days
2. Jointly Obligation of
Liability
Organization
Note: Withdraw Capital by Transfer Capital

INCREASE CAPITAL CHARTER
Owner add
Adjust Company’s Capital Charter
Investment
Increase Capital
Outsider’s Reorganize to LLC2+ or JSC in

contribution 10 days

DECREASE CAPITAL CHARTER
Article 87.3, Law on Enterprise 2020
2 years operation
Owner withdraw
Requirement Ensure all debts and property
PART of capital
obligations are paid in full after
= Owner Withdrawal
returning.
Decrease Capital
Insufficient Capital Adjust Company’s capital charter

Contribution based on regualtion 75.3

MISUNDERSTANDING OF DECREASE CAPITAL CHARTER
Example:
Which of the following enterprise cannot decrease of capital charter?
1. Private Enterprise
2. Partnership Enterprise
3. Limited Liability Company with single member
4. Limited Liability Company with two or more member
5. Joint Stock Company
6. None of Above

2. LLC1 by Individual
COMPANY PRESIDENT
{
(COMPANY OWNER)
Concurrently
Hire Outside
Legal
Representative
Work
GENERAL DIRECTOR

OWNER’S RIGHT
1. Draw up and revise the company's charter

2. Decide increase or decrease in the company’s charter capital, transfer part or all of the
company’s charter capital to another organization or individual; decide issuance of bonds
3. Decide the use of profits after the company’s tax liabilities and other financial obligations
have been fulfilled
4. Decide the company’s reorganization, dissolution or file bankruptcy
5. Recover all assets of the company after the dissolution or bankruptcy process is complete
6. Decide investment, business operation
7. Decide the company’s administration

2. LLC1 by Organization
có thể biết rõ hơn về quyền và trách nhiệm của từng vai trò trong slide cô Thảo*
OWNER’S RIGHT
1. Draw up and revise the company's charter

2. Decide the company’s annual business plan and development strategy
3. Decide the company’s organizational structure; designate, dismiss the company’s executives and
controllers
4. Decide the company’s investment projects
5. Decide solutions for market development, marketing and technology
6. Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the
company's charter whose value are at least 50% of the total assets written in the latest financial
statement (or a smaller ratio or value specified in the company's charter)
7. Ratify the company’s annual financial statements
8. Decide increase or decrease in the company’s charter capital, transfer part or all of the company’s charter
capital
to another organization or individual; decide issuance of bonds
9. Decide establishment of subsidiary companies and contribution of capital to other companies;

10.Organize the supervision and assessment of the company’s performance
11.Decide the use of profits after the company’s tax liabilities and other financial obligations have been
fulfilled; 12.Decide the company’s reorganization, dissolution or file bankruptcy
13.Recover all assets of the company after the dissolution or bankruptcy process is complete
OWNER’S RIGHTS IN SPECIAL CASES
Dissolution Transfer Ownership to Stake Reorganize

Bankruptcy Receiver company
WHEN Stop doing the job/business in the

company
Court’s prohibition of
doing certain
jobs/businesses
Terminate/Suspend business in
the same line

CONVENE MEETING Article 80.4, 49.2 & 49.3, Law on Enterprise 2020
Group Chairman’s Discretion
Chairman of Member
1. Council
Request from member/group
member 2 & 3
in 15 days
Members or Group of members representing 10% AND ABOVE of the capital

2. charter
OR
Members or group of members representing LOWER THAN 10% of the

3. capital charter IF there is ONE member representing MORE THAN 90% of
the capital charter

MEETING RESOLUTION Article 80.5 & 80.6, Law on Enterprise 2020
Meeting must be conducted successfully FIRST: of total members attend
Voting principle: ONE member = ONE vote
All normal cases:
50% of attending members approve OR attending members holds 50% of total vote
Special cases:
75% of attending members approve OR attending members holds 75% of total vote
• Amendment, supplementation charter
• Reorganization of the company
• Transfer of capital charter

Example 1:
According to the law on enterprises 2020, in order to become the chairman of the members council, Binh
needs at least approvals of who in the following case. FED limited liability company (hereafter FED) was
established by Cosmos joint stock company (hereafter Cosmos). Cosmos appointed 4 representatives in FED
including Binh, Viet, Hoai and Trang. Binh represents 6 billion dong of the contributed capital while Viet
represents 1 billion dong, Hoai 1 billion dong, and Trang 2 billion dong. Trang is unable to attend the
meeting.

Example 2:
According to the law on enterprises 2020, in order to pass a resolution on restructuring the following company
in the first meeting, it needs at least approvals of who in the following case. FED limited liability company
(hereafter FED) was established by Cosmos joint stock company (hereafter Cosmos). Cosmos appointed 4
representatives in FED including Binh, Viet, Hoai and Trang. Binh is the chairman of the members council
in FED who represents 6 billion dong of the contributed capital while Viet represents 1 billion dong, Hoai 1
billion dong, and Trang 2 billion dong. Trang is unable to attend the meeting

E. TWO OR
MORE LLC
Elect Chairman of
Member Council
Individual Member
Member Council Elect

(2-50 members)
Organizational
Ov
ers
Member
Work concurrently
Stated-owned:
ee
Hire Outside
Appoint Board of Controllers COMPULSORY
(3-5 controllers) Private-owned:
ee
ers
OPTIONAL
Ov
General Director/ Work concurrently
Director
TA Đức Huỳnh Ngọc có thể biết rõ hơn về quyền và trách nhiệm của từng vai trò trong slide cô thầy cô*
RIGHTS AND OBLIGATION OF DIRECTOR
1.Organise the performance of resolutions of the member’s council or the company president.
2.Decide on all matters related to day to day business operations.
3.Recruit employees.
4.Sign contracts on behalf of the company except in cases where the chairman is in charge
5.Other rights and obligations.

RELATIVES DEFINITION
Spouse Biological Adoptive In-law
Cha Cha
anh/chị/em rể
Mẹ Mẹ
Vợ em/chị dâu
Con Trai Con trai
Chồng anh/chị/em ruột của vợ/chồng
Con Gái Con gái
Bố/Mẹ của vợ/chồng
Anh, Chị, Em
Attention:
Grandson/Granddaughter
Aunt / Uncle
Adoptive brother / sister
Cousin
Ex-husband / Ex-wife
Pregnant girlfriend
Stepmother / Stepfather / Stepbrother / Stepsister
REQUIREMENTS OF DIRECTOR
Individuals who meet all the following requirements:

MAKE CLEAR ARTICLE 64.3
Tổng giám đốc/Giám đốc không được là:
Người có quan hệ gia đình của người quản lý công ty
Kiểm soát viên của công ty và của công ty mẹ
Người đại diện phần vốn của doanh nghiệp
Người đại diện phần vốn nhà nước tại công ty và công ty mẹ.

MAKE CLEAR ARTICLE 64.3
Individual Member
Member Council
(2-50 members)
Organizational
Member
Board of Controllers
(3-5 controllers)
General Director/
Director

REQUIREMENTS OF CONTROLLERS
Article 168.2 & 169, Law on Enterprise 2020 Controllers at Joint Stock Company are the same.
Not being a person specified in Article 17.2, the law on enterprises 2020
Not being relatives of members of the management board, the director/general director, or other managers
Not working as a manager of the company.
Not required to be a shareholder or employee of the company
Having a qualification in economics, finance, accounting, auditing, law, business administration and a major
related with the company’s business
BESIDES, Controllers of Public Company or Stated-owned Company cannot be:

Relatives with managers
Representatives for state/parent capital
TA Đức Huỳnh Ngọc management board = member council*

REQUIREMENTS OF CONTROLLERS & DIRECTOR
Article 64, 65.2, 168.2 & 169, Law on Enterprise 2020

1. Big C Limited Liability Company hires Hung, an official, to be their general director.
2. Anh, a former executive at Pepsi JSC, agrees to become general director at Big Hit LLC.
3. Binh, the brother-in-law of the Chairman MC, becomes general director at EVN Company.
4. Trang, the representative of EVN LLC’s contributed capital, becomes general director at Mattel
LLC – a subsidiary of EVN LLC.
5. Quang, the representative of state contributed capital, is also the general director at EVN
Company.
6. Trung, an engineer senior of Alpha LLC, is also the controller of the company.
7. Tung, an auditor senior at Beta LLC, is also the controller of the company.
8. Minh, a Bachelor of Laws, becomes the Chief of the Board of Controllers.

CONVENE MEETING Article 57.1, 49.2 & 49.3, Law on Enterprise 2020
Group Chairman’s Discretion
Chairman of Member
1. Council
Request from member/group
member 2 & 3
in 15 days
Members or Group of members representing 10% AND ABOVE of the capital

2. charter
OR
Members or group of members representing LOWER THAN 10% of the

3. capital charter IF there is ONE member representing MORE THAN 90% of
the capital charter

CONDUCT MEETING Article 58.1 & 58.2, Law on Enterprise 2020
Members to succesfully conduct meeting Duration
1st meeting Attendees hold 65% contributed capital

2nd meeting Attendees hold 50% contributed capital 15 days
3rd meeting Irrespective 10 days

ATTENDEE OF MEETING
Member Attendee Note
Individual Capital Contributor of the company
Organization with 35%

contributed capital can have
Organization Authorized representatives 3
max representatives
(artical 14.2, LOE 2020)

MEETING RESOLUTION Article 59, Law on Enterprise 2020
Vote at meeting Collect written opinion
75% of the total contributed capital of 65%of the total contributed 65% of the total capital
the attending members capital of the attending members
Decide to sell assets valued at 50% or more of

the total assets
Other cases All cases
Amend, supplement the charter
Reorganise or Dissolve of the company

MEETING RESOLUTION Article 52 & 59, Law on Enterprise 2020
Example 1:
According to the LOE 2020, in order to pass a resolution on merger of the company in the first meeting, it
needs at least approvals of who in the following case. Calla Limited Liability Company has 4 members
including Huong, Giang, Thanh and Binh. Huong contributed 2,5 billion dong while Giang invested 1,5
billion dong, Thanh 1 billion dong and Binh 3 billion dong. Binh is unable to attend the meeting.
Example 2:
In order to pass a resolution relating to amendment of the charter, whose approval must the members council
at least have in the following case? Cao Viet Limited Liability Company has 5 members including Binh,
Trang, Nguyen, Hieu and Tuan. Trang and Hieu contributed 250 million dong (25% of the charter capital)
each. Binh contributed 50 million dong (5%) while Tuan contributed 170 million dong (17% of the charter
capital). Nguyen contributed 280 million dong (28 % of the charter capital). For the meeting to amend the
charter, only Trang, Hieu and Tuan attends

Example 1:
According to the LOE 2020, in order to pass a resolution on merger of the company in the first meeting, it
needs at least approvals of who in the following case. Calla Limited Liability Company has 4 members
including Huong, Giang, Thanh and Binh. Huong contributed 2,5 billion dong while Giang invested 1,5
billion dong, Thanh 1 billion dong and Binh 3 billion dong. Binh is unable to attend the meeting.

Example 2:
In order to pass a resolution relating to amendment of the charter, whose approval must the members council
at least have in the following case? Cao Viet Limited Liability Company has 5 members including Binh,
Trang, Nguyen, Hieu and Tuan. Trang and Hieu contributed 250 million dong (25% of the charter capital)
each. Binh contributed 50 million dong (5%) while Tuan contributed 170 million dong (17% of the charter
capital). Nguyen contributed 280 million dong (28 % of the charter capital). For the meeting to amend the
charter, only Trang, Hieu and Tuan attends.

Consequences:
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.
Unpaid capital can be offered for sales under a decision of the member’s council
Register for adjustment of the charter capital within 30 days from the last due date.
Be liable for all financial obligations arising before the registration for the adjustment within the
amount committed to contribute.
Be liable for all damages caused from the failure with all of the owner’s property
Note: Time duration for capital contribution is 90 days after being granting an enterprise registration certificate.
Receiving adjusting
registration
90 days 30 days
A Đức Huỳnh Ngọc

A: 300m B: 500m C: 7 Billion
Example:
How will Hieu be liable for his enterprise’s debt in the following case? Hieu committed to
contribute 500 million dong (50% of the charter capital) into Huong Duong limited
liability Company which has 4 members including Hieu in 2010. In 2011 Huong Duong got
into debt of 3 billion dong which would be due in January 2014. Till January 2014, Hieu just
contributed 300 million dong and there was no change made to the charter capital.
Receiving adjusting
registration
90 days 30 days
A Đức Huỳnh Ngọc

CAPITAL BUYBACK
ONLY when member disagree with the Member Council’s resolution about these cases:
1. Amendment, supplementation of member’s rights and obligations in the charter.
2. Company reorganization
•Member can freely transfer to anyone IF company does not perform payment.

15 days 15 days Freely transfer
Member Council’s resolution Due date of buyback Due date of buyback

announced/passed request payment
CAPITAL BUYBACK
3. Other cases in regulated by the company charter

15 days 15 days Freely transfer
Member Council’s resolution Due date of buyback Due date of buyback

announced/passed request payment
CAPITAL BUYBACK
3. Other cases in regulated by the company charter

Termination of rights and
30 days Freely transfer obligations to the company
Information registration
Offer to other members Offer’s expired date
of new member complete
INCREASE CAPITAL CHARTER
Owner add
Investment
Adjust Company’s Capital Charter

Increase Capital
New members’s
contribution

DECREASE CAPITAL CHARTER
Requirement
2 years operation
Return part of the contributed capital to
Ensure all debts and
members in proportion respective to their
property obligations are
capital contribution ratios
paid in full after returning.
Decrease Capital Buy Back contributed capital of its members
Insufficient Capital Contribution

F. JOINT STOCK
COMPANY
1st Model
General Meeting Elect
Shareholder
Elect
Chairman of BOD
Elect Board of Directors Ov OPTIONAL: meet 2 conditions

(3-11 members) ers
ee 1. Has < 11 shareholders
Control Board
2. Organizational shareholders
Work concurrently
(3-5 controllers)
own < 50% of the company’s
Hire Outside
Appoint
shares
e
erse
Ov
EXCEPTIONS:
Work concurrently Public company
General Director
Stated-own company
2nd Model
General Meeting Elect

Shareholder
Elect
Chairman of BOD
Independent member
( 20% of the total member)
Board of Directors Affiliate to Chairman = Independent
(3-11 members) Member of BOD
Audit Comittee
Dependant Member
( 2 members)
Work concurrently
Member = Dependent Member
Hire Outside
of BOD
Appoint
Work concurrently EXCEPTIONS:

General Director
Public company
Stated-own company
MEMBER OF BOD Article 155, Law on Enterprise 2020
Individuals meet all the following requirements:
Dependent members Independent Members
Not working or worked for the company or its parent company,

Not forbidden to manage enterprises by the article 17.2
and its subsidiary within at least the last 3 consecutive years
Not being entitled to salaries and remunerations from the company

Having professionalqualifications and experience in Business
except for the allowances that members of the BOD are entitled to
administration unless otherwise provided by the charter
according to regulations;
Not be the spouse, natural father and mother, adoptive father

Can be a member of the management board in other and mother or natural and adoptive child or sibling of the
companies company’s large shareholder, manager of the company or its

subsidiary
Not be relatives of the other managers, or of the manager and Not directly or indirectly owning at least 1% of the voting shares
people with competence of appoint managers of the mother
company Not being a member of the management or control board within at
(For state owned enterprises and their subsidiary companies) least the last 5 consecutive years
SHARE
TYPES OF SHARE IN JSC
Attend the Vote at the Company’s Buy
Shares’ Type Transfer Convert
GMS’s Meeting GMS’s Meeting back
YES
RESTRICTED
Exception:
Note:
Ordinary Founding shareholders
Only ≤ 30% issued
cannot transfer to outsiders
shares
if less than 3 years operation
YES NO
NO
Exception:
Voting preference NO
Court judgement
Inheritance
YES
Dividend preference YES
Note:
NO + Voting preference:
Exception: automatic convert into ordinary
after 3 YEAR of operation.
Contain contents/decisions about changes to YES YES
rights and obligations of preference Note: + Dividend & Redeemable
Redeemable
shareholders Shareholder’s preference: convert into
preference request ordinary at will of shareholders.
Company’s decision
SHARE’S TRANSFER
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 (registered at the time of establishment) to others rather than the remaining founding
shareholders unless approved by the shareholders’ meeting.
2. Voting preference shareholders
3. The charter restricts the transfer

SHARE’S BUYBACK Article 132 & 133, Law on Enterprise 2020
Conditions:
Disagree with reorganisation of the company
Disagree with amendment of the charter’s contents relating to rights and obligations
of shareholders
Types of buyback share: Irrespective
As shareholders’
Times:
request
Send request to company after 10 days of the GMS’s resolution
Company have to buyback share within 90 days after receiving request
Notes:
Share’s The company only buys back the shares if it is still able to pay off in full its debts and
Buyback other financial obligation after buying back.
Conditions:
No more than 30% of the sold ordinary shares
A part or all sold dividend preference shares
Notes:
As company’s
The BOD has the right to decide to buy back no more than 10% of the total number
decision
of shares of each type sold within 12 months.
Times:
Company send request buyback to shareholders after 30 days of announcement
Shareholders send accept to transfer within 30 days after receiving request
PAY DIVIDEND
Ordinary share
+ Determined according to the realized net profit and the dividend payment from the company’s
retained earnings
+ Only pay dividend of ordinary shares when the following conditions are fully satisfied:
Pay fully its tax liabilities and other liabilities
Contribute company’s funds
Make up all the previous losses
After dividend payment, able to fully pay its debts and other liabilities
=> Not company obligation to pay dividends for shareholders
TA Đức Huỳnh Ngọc you should read it more carefully at the article 135*
INSUFFICIENT SHARE CONTRIBUTION
Consequences:
1. Register for adjustment of the charter capital & founding shareholders within 30 days from the last due date.
2. Be liable for all financial obligations arising before the registration for the adjustment within the amount committed
to contribute.
3. Member of BOD, legal representative may be jointly responsible for the damage caused by the failure in respective cases.
4. Shareholders not fully pay or partial pay their subscribed share:
Not become shareholder if not fully pay
Have rights & obligations respective to paid amount if partly pay.
Cannot transfer unpaid shares to anyone
BOD has rights to re-sell unpaid shares to others
Note: Time duration for subscribed share’s payment is 90 days after being granting an enterprise registration certificate.
Receiving adjusting
registration

90 days 30 days
Grant the enterprise Due date of subscribed Due date of

registration certificate share’s payment adjustment
GMS
Management
BOD
CONFUSING MANAGEMENT
DECISIONS OF GMS & BOD
GMS BOD
• Request the types of authorized shares and quantity of

Share Decide the types of authorized shares and quantity each type
Authorization of each type • Decide sale of certain types of unsold authorized shares
MANAGEMENT DECISION
• Decide selling prices for the company’s shares and bonds
Dividend Decide the annual dividends of each type of shares Decide the time and procedures for paying dividends
• Decide the investment or transactions within its

Decide investment in or sale of assets worth ≥ 35% of jurisdictions <35%
Investment
the total assets • Execute contracts or transactions worth ≥ 35% of the total
assets approved by GMS
Shares Decide repurchase of > 10% of total sold shares of each • Decide repurchase of ≤ 10% of total sold shares of each type
Repurchase type • Decide repurchase price
Personnel
• Decide the personnel appointment/dismissal of the • Decide the appointment/dimissal of the Chairman of BOD,
Appointment and
BOD and Control Board General Director.
Dismissal
CONFUSING MANAGEMENT
DECISIONS OF GMS & BOD
Example: GMS / BOD
1. Buy back 35% issued shares
2. Issue 500,000 ordinary shares
3. Pay $10 dividend per share
4. Purchase a hotel valued 20% total assets
5. Buy back 15% issued ordinary shares
6. Pay dividend at the end of each quarter
7. Offer $10 per new issued share

GMS
CONVENE GMS MEETING Article 140, Law on Enterprise 2020
1. Necessary for the company at BOD

Group discretion
Irregualar Meeting 2. The remaining number of BOD & control
board is less than 3 members
1. BOD 3. The control board requests
4. Shareholders / group of shareholders own
Regular Meeting consecutively 5% and above of the total
in 30 days
FAIL
ordinary shares
2. Control Board
FAIL
in 30 days
Shareholders / group of shareholders own consecutively 05% and above of

3. the total ordinary shares

CONDUCT GMS’S MEETING Article 145, Law on Enterprise 2020
1st meeting Attendees hold 50% contributed capital

2nd meeting Attendees hold 33% contributed capital 30 days
3rd meeting Irrespective 20 days

GMS’S MEETING RESOLUTION Article 148, Law on Enterprise 2020
Collect written
Vote at meeting
opinion
75% of the preference 65% of the total 50% of the total Cumulative 65% of the total
shares of the attending votes of the attending votes of the attending
Voting voting shares
shareholders shareholders shareholders
- Decide types and the total number

of each type of shares
All
- Change business lines, traders and Elect (Except Special Case)
fields, or organisational structure
A resolution on adverse members
changes to rights and of the BOD
Others
obligations of preference - Reorganise, dissolve the company and Control
shareholders Board
Exception:
- Decide to invest or sell assets Adverse changes to rights
valued ≥ 35% of total asset and obligations of
preference shareholders
CUMMULATIVE VOTING

CUMMULATIVE VOTING
Example 1:
According to the law on enterprises 2020 , in order to pass annual financial statements, shareholders general
meetings in Joint Stock Companies need to gain at least approvals of..................
a. Shareholders who hold at least 51% of the total vote
b. Shareholders who hold more than ⁄ of the total vote of all attending shareholders.
c. Shareholders who hold at least 65% of the total vote
d. None of above
Example 2:
Thuong is a shareholder of Clinell Joint Stock Company (hereafter Clinell) who is holding 300 ordinary, 150 voting
and 50 redeemable preference shares. In July 2017, Clinell has to select 5 new members of the director board out 9
candidates. How many vote will Thuong have in this case?
Example 3:
According to the law on enterprises 2020 , ratification of a resolution relating to reorganisation of a joint stock
company must be conducted by...................................................................................................
a. Collecting written opinions
b. Voting at the meeting
c. Collecting opinions via mobile phones d. Bath A&B
BOD
CONVENE BOD MEETING Article 157, Law on Enterprise 2020
Group Request by
Irregualar Meeting
Chairman of 1. Control board or Independent members

1. BOD
in 7 days
2. General director or ≥ 5 managers
Regular 3. ≥ 2 executive members of BOD
Meeting
FAIL
2. Requester

CONDUCT BOD’S MEETING Article 157, Law on Enterprise 2020
1st meeting 75% total members
2nd meeting 50% total members 7 days

BOD’S MEETING RESOLUTION Article 157.12, Law on Enterprise 2020
Meeting must be conducted successfully FIRST:
Voting principle: ONE member = ONE vote
ALL cases:
50% of attending members approve

BOD’S MEETING RESOLUTION Article 157.12, Law on Enterprise 2020
Example 1:
According to the LOE 2020, in order to pass a resolution on the price of shares offered for sale in
the first meeting, it needs approvals of who in the following case. The management board of
Nuvento Joint Stock Company has 7 members including Ngoc, Thuy, Hien, Trang, Nguyet, An and
Quynh. Thuy and An are unable to attend the meeting while Ngoc disagrees with the resolution.
Example 2:
According to the LOE 2020 , in order to decide buyback of shares, the management board needs at
least approvals of who in the following case. The management board of Dusagi Joint Stock
Company has 5 members including Khanh, Hoang, Vuong, Nhu and Huyen. Nhu and Khanh are
unable to attend the meetings while Vuong disagrees with the decision.

CANCEL GMS & BOD’S MEETING RESOLUTION
Ordinary shareholders/ group of ordinary shareholders who holds at least 5% of ordinary shares can
request court to cancel resolutions of the general meeting of shareholders.
Shareholders can request court to cancel or suspend implementation of resolutions or decision of the
management board (BOD)

REQUIREMENTS OF DIRECTOR

REQUIREMENTS OF CONTROLLERS
Article 168.2 & 169, Law on Enterprise 2020 Controllers at Limited Liability Company are the same.
Not being a person specified in Article 17.2, the law on enterprises 2020
Not being relatives of members of the management board, the director/general director, or other managers
Not working as a manager of the company.
Not required to be a shareholder or employee of the company
Having a qualification in economics, finance, accounting, auditing, law, business administration and a major
related with the company’s business
BESIDES, Controllers of Public Company or Stated-owned Company cannot be:

Relatives with managers
Representatives for state/parent capital
TA Đức Huỳnh Ngọc management board = member council*

I. Enterprise Law
II. Bankruptcy Law
II. Bankruptcy
Law
2014
WHEN BANKRUPT?
Article 4.2, Bankruptcy Law 2014
INSOLVENCY
BANKRUPT
DECLARATION
OF COURT

CONFUSING OF DISSOLUTION & BANKRUPTCY
BANKRUPT DISSOLUTION
Operation duration expires (Foreign)
Decision of owners
Reason In Insolvency situation

Require minimum numbers no longer
remaining for 6 consecutive months
Registration being withdrawn
Authority to settle Court Business Registration Office
Does not always terminate

Outcome Terminate Operations
operations
Managers banned to hold posts in a

State’s attitude No restrictions applied for managers
set of period of time
INSOLVENCY
Failure to pay due financial obligations/liabilities within 3 months

Notes:
Reflects serious financial difficulties
Does not mean having no property left
Not always shown in the appearance of loan or debt
Does not matter how much debt an enterprise/cooperative cannot pay
Does not always result in bankruptcy

INSOLVENCY CHECK
1. Thuong Tin Limited Liability Company is unable to pay 1 million dong due debt for more than 4 months.
2. Binh Minh Joint Stock Company has no property left and took out a loan from a bank to pay off its 3
billion dong due debt.
3. A&Z Private enterprise has still not paid off its 1 billion dong due debt for over 180 days.
4. Hoang Ha limited liability company which has no property left got a loan from a friend to pay
off due debt of 3 billion dong.
5. Binh Minh Joint stock company has not paid its director’s salary for 6 months
6. Hoang Gia private enterprise has not paid 1 million dong under a service contract for 1 years
since the due day

BANKRUPTCY’S REQUESTER
Classification Period of Time
Unsecured debts || Partly Secured Debts

Creditors 3
After Months
Employees || Internal/ Superior Trade Union
Private: Company owner

Partnership: General Partner
LLC1: Company Owner, Representative
LLC2+: Chairman Of Member Council,
Representative
JSC:
ENTERPRISES/ COOPERATIVES When entity is Insolvent
Representative
Chairman Of Management Board
Shareholder/ Group of shareholders hold ≥
20% of total ordinary share consecutively in ≥
6 months
Cooperative: Representative at law
KIND OF DEBT/CREDITORS
Creditors’s Amount of
Creditors Total Debt Mortgage Type of Debt
type Unsecured Debt
Partly Secured
Duc 10M 6M 4M Unsecured Debt
Debt Creditors
Unsecured Debt
Thanh 5M 0M 5M Unsecured Debt
Creditors
Secured Debt
Nhan 1M 1M 0 Secured Debt
Creditors

BANKRUPTCY’S REQUESTER
Example 1:
According to the law on bankruptcy 2014, who can request for a bankruptcy process in the following case?
OTS Limited Liability Company has three members including Ngoc (25% of the charter capital), Thang
(65% of the charter capital), and Duy (10% of the charter capital). Ngoc is the representative in law and Duy is
the chairman of the member s council. In 2013, the company mortgaged its office which was valued at 10
billion dong to take out a 6 billion dong loan from Citybank.
Example 2:
According to the law on bankruptcy 2014, who can request for a bankruptcy process in the following case?
Jesson Limited Liability Company has three members including An (25% of the charter capital), Thinh (45%
of the charter capital), and Thuong (30% of the charter capital). Thuong is the representative in law and
Thinh is the chairman of the member s council. In 2013, the company mortgaged its office which was valued at
10 billion dong to get 6 billion dong loan from Citybank.

SEND BANKRUPTCY’S REQUESTER
Provincial people’s court District people’s court

(entities registered in) (the headquarter located in)
Overseas assets or involving entities

Other cases not under the competence
of the provincial people’s court
Branches/representative office located
in district of various provinces
Real estate in district of various provinces
Complicated bankruptcy cases under the

competence of district people’s court
SEND BANKRUPTCY’S REQUESTER
Example 1:
1. Gia Hong Private Enterprise in Binh Phuoc
2. ABC Bakery has branches in various district of Ho Chi Minh City
3. Viettel Group has projects in Laos & Africa
4. Muong Thanh Company has hotels in various provinces.
Example 2:
According to the law on bankruptcy 2014, to whom will a request for bankruptcy process be sent in the
following case? Bigbox private enterprise (hereafter Bigbox) is a domestic company located in Hai Chau, Da
Nang and has a factory in Thu Dau Mot, Binh Duong. Until June 2016, Bigbox had not paid off its 50 billion
dong debt which was due in May 2016.
a. Da Nang People‘s court
b. Hai Chau people‘s court
c. Binh Duong people‘s court
d. None of above
REGULAR & SIMPLIFIED BANKRUPTCY’S PROCEDURES
Regular Simplified
Requester send
Requester send
request
request
Dismiss the
Dismiss the Accept the Request
Accept the Request Request
Request
Initiate bankruptcy Refuse to initiate

Initiate bankruptcy Refuse to initiate
process bankruptcy process
process bankruptcy process
Resume business Declare bankrupt

Resume business Declare bankrupt
operations and liquidate assets
operations and liquidate assets
If course dismiss request, requester can send

request reconsidered following art 36

WHEN DECIDE SIMPLIFIED BANKRUPTCY’S PROCEDURES
1. The insolvent entity cannot afford the bankruptcy fee and advance
The insolvent entity cannot afford the bankruptcy cost after the
2. court accepts the request

WHEN COURT DISMISS REQUEST?
Article 35, Bankruptcy Law 2014

BANKRUPTCY’S DECLARATIONS BY CREDITORS MEETING
Who attend: All kind of creditors
When perform: having 51% total unsecured debts attend

How to convene
What decided: Declaration bankruptcy OR Resume operations
When ratified: 50% attending unsecured debts aggree

AND
presenting 65% total unsecured debts aggree
CREDITORS MEETING
Example:
According to the law on bankruptcy 2014, in order to resume business operations, the following insolvent
enterprise needs at least approvals of who in the following case. In 2013, Mezamart Limited Liability
Company took out a 10 billion dong loan from Daikin Joint stock company which was secured by a property
valued at 8 billion dong, while it borrowed from Toan 2 billion dong and from Huong 1 billion dong. In 2014,
the company entered into a construction contract, which was valued at 15 billion dong, to build a factory in
Binh Duong with Becamex Limited liability Company. In December 2015, the company was in an insolvent
situation and decided to request for a bankruptcy process. Til December 2015, the company still owed
Becamex Limited Liability Company 5 billion dong. Daikin Joint Stock Company disagrees with the
resolution on resuming the business operation.

RESUME OPERATIONS
Enterprises/ Make plans within 30 days

Cooperatives
MUST
Get plan ratified: approvals from 51% total unsecured debts
Implement plan within 3 years
=> If implement plan fail, company must:

Suspend implementation and declare bankruptcy

ORDER DIVISION OF ASSETS
You should read more at:
Article 53: Xử lý khoản nợ có bảo đảm
Article 54: Thứ tự phân chia tài sản

ORDER DIVISION OF ASSETS
Subjects Effects
Creditors Debt collection risks
Chairman, general directors, directors, Can not hold such post in any other state-
members of management board – 100% state owned company
owned companies
Representatives of the capital contribution of Cannot be a manager in any state-invested

Managers
the state company
Cannot be a manager of any entities for 3

Managers of bankrupt entities years

THE END
Vậy là hết nội dung mid, mình hi vọng các
bạn thu nhặt được gì đó. Riêng với học
sinh của anh thì mấy đứa nên về review
lại và tự làm lại ở chỗ nào chưa hiểu kỹ / bị
bỏ lỡ trong quá trình học nhé. Chúc mọi
người thi tốt

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Business Law

TA Đức Huỳnh Ngọc

Who can be a Trader? Requirements to be traders?

Conduct business activities.

Register their business

Organization Profit Purpose

TA Đức Huỳnh Ngọc

Governing Scopes Subjects

TA Đức Huỳnh Ngọc

Governing Scopes Subjects

TA Đức Huỳnh Ngọc

B. Private Enterprise - Sole Proprietorship

E. Limited Liability Company - LLC2

F. Joint Stock Company

TA Đức Huỳnh Ngọc

a) 19/5 Transportation Cooperative

TA Đức Huỳnh Ngọc

Commercial activities means activities for Business means the continuous

TA Đức Huỳnh Ngọc

Exceptional: Education & Healthcare

TA Đức Huỳnh Ngọc

Based Upon the scope of

TA Đức Huỳnh Ngọc

Based Upon the scope of

TA Đức Huỳnh Ngọc

Legal person = Pháp Nhân = Individual = Thể nhân (cá nhân)

1. Having Legal Person 2. Not Having Legal Person = Individuals

3. Difference between Legal person and Legal Representative

TA Đức Huỳnh Ngọc

1. Vingroup Joint Stock Company establishes the Vin Fast LLC.

3. Hung Dung Partnership buys a penthouse in District 1 of HCMC.

4. Hieu, a general partner of IU Partnership, becomes a member of Apple LLC.

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

Capital Buyback Capital Transfer

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

All Types of Enterprise Same Types of Enterprise

Example: TRUE / FALSE

2. Cong ty TNHH Mat Troi – Cong ty TNHH Mat TroiZ

3. Cong ty TNHH AB – Cong ty TNHH A&B

4. Cong ty co phan Hoan Cau – Cong ty co phan Tan Hoan Cau

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

Example: TRUE / FALSE

1. Hanh, a limited partner of ABC Partnership Company.

2. Hao, a shareholder of Vin Group.

3. Tung, an owner of MTV Private Enterprise.

4. Trang, a member of TF Limited Liability Company.

5. Nghi, an owner of Huynh Hoa Bakery.

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

Elect from General Partner Chairman of

General Director/ Work concurrently

TA Đức Huỳnh Ngọc

TA Đức Huỳnh Ngọc

Normal cases: of total general partners

Special cases: total general partners

Amend, supplement the charter

TA Đức Huỳnh Ngọc