Luật Doanh nghiệp 2014

NATIONAL ASSEMBLY
——-

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
—————

Law No. 68/2014/QH13

Hanoi, November 26, 2014

 

LAW

ON ENTERPRISES

Pursuant to
Constitution of Socialist Republic of Vietnam;

The National
Assembly promulgates the Law on enterprises.

Chapter I

GENERAL
PROVISIONS

Article 1. Scope

This Law deals
with the establishment, organization, restructuring, dissolution, and relevant
activities of enterprises, including limited liability companies, joint-stock
companies, partnerships, sole proprietorships, and groups of enterprises.

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1. Enterprises.

2. Agencies,
organizations, and individuals involved in the establishment, organization,
restructuring, dissolution, and relevant activities of enterprises.

Article 3. Application of the Law on Enterprises and specialized laws

If specialized
laws contain regulations on establishment, organization, restructuring,
dissolution, and relevant activities of enterprises, such regulations shall
apply.

Article 4. Interpretation of terms

In this Law, the
terms below are construed as follows:

1. Foreigner means
any person who does not have Vietnamese nationality.

2. Shareholder
means any individual or organization that owns at least a share of a
joint-stock company.

Founding
shareholder means any shareholder
that owns at least an ordinary share and whose signature is on the list of
founding shareholders of the joint-stock company.

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4. Limited
liability companies include single-member limited liability companies and
multi-member limited liability companies.

5. National
business registration portal means a website used for online business
registration and access of information about business registration.

6. National
Enterprise Registration Database means a collection of data about business
registration nationwide.

7. Enterprise means
an organization that has its own name, assets, office, and is registered in
accordance with law to do business.

8. State-owned
company means any enterprise of which 100% charter capital is held by the
State.

9. Vietnamese
company means any enterprise that is established or registered under
Vietnam’s law and has its headquarter located in Vietnam.

10. Permanent
residence means the address of the organization’s headquarter or address of
the individual’s permanent residence, workplace, or another location that is
registered by such person with the enterprise as contact.

11. Market
price of a stake or share means the highest price on the market on the
previous day, the price agreed between the seller and the buyer, or the price
determined by a professional valuation organization.

12. Certificate
of Business registration means a paper or electronic file issued by the
business registration authority to the enterprise which contains information
about business registration.

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14. National
business registration information system comprises the National Enterprise
Registration Database, national business registration portal, and the system
infrastructure.

15. Valid
application means an application that contains adequate documents as
prescribed in this Law, and information on which are declared sufficiently as
prescribed by law.

16. Business
means the continuous execution of one, some, or all of stages of the investment
process such as manufacturing, selling products or services on the market to
earn profit.

17. Related
person means any organization or individual that has a direct or indirect
relationship with the enterprise, including the following cases:

a) The parent
company, the manager of the parent company, and the person competent to
designate such manager are related persons of subsidiaries in the same group;

b) Subsidiaries
are related person of the parent company in the same group;

c) The person or
a group of people who can influence the decision making and operation of the
enterprise via a managerial body;

d) The enterprise
manager;

dd) Spouse,
parents, adoptive parents, children, adopted children, brothers-in-law,
sisters-in-law of the enterprise manager or the members/partners/shareholders
who have the controlling stake or shares;

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g) The enterprise
in which the persons or companies mentioned in Points a, b, c, d, dd, e, and h
of this Clause have enough holding to influence the decision making of the
managerial bodies of such enterprise;

h) A group of
people who have an agreement to acquire stakes, shares, or interests of the
company to have influence over the decision making of the company.

18. Enterprise
managers is the manager of the company or manager of sole proprietorship,
who is either an owner of a sole proprietorship, a general partner, the
Chairpersons of the Board of members, a member of the Board of members, the
company’s President, the Chairperson of the Board of Directors, a member of the
Board of Directors, the Director/General Director, or a person holding another
managerial position who is entitled to enter into the company’s transactions on
behalf of the company according to the company’s charter.

19. Founder means
any organization or individual that establishes or contributes capital to
establish an enterprise.

20. Foreign
investor means any organization or individual that is defined as a foreign
investor according to the Law on Investment.

21. Stake
means the total value of assets that a member/partner contributes or promises
to contribute to a limited liability company or partnership. Stake holding
means the ratio of a member/partner’s stake to charter capital of the limited
liability company or partnership.

22. Public
services/products are services/products necessary for life and
socio-economic conditions of the country or communities of certain areas that
the State must provide to ensure common interests or National defense and
security; the investment in manufacturing and supply of such services/products
under market mechanism is not likely to be recouped.

23. Company
member means any individual or organization that holds part or all of
charter capital of a limited liability company or partnership.

24. Members of
a partnership include general partners and capital contributors

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26. Foreign
organization means any organization that is established overseas under
another country’s law.

27. Foreign
investors’ holding means the total holding of voting capital of all foreign
investors in a Vietnamese company.

28. Voting
capital means the stake or shares under the ownership of a person who has
the right to vote on the issues within the competence to decide the Board of members
or the General Meeting of Shareholders.

29. Charter
capital means the total value of assets that are contributed or promised to
be contributed by members/partners when establishing a limited liability
company or partnership; or the total face value of shares that are sold or
registered when establishing a joint-stock company.

Article 5. State assurance about enterprises and owners of enterprises

1. The State
recognizes the continued existence and development of types of business
entities defined in this Law; ensures the legal equality of enterprises
regardless of their forms and economic sectors; and acknowledges the legitimate
profitability of business.

2. The State
recognizes and protects the ownership of assets, capital, income, other lawful
rights and interests of enterprises and owners of enterprises.

3. Legitimate
assets and capital of enterprises and enterprise owners shall not be
nationalized and shall not be administratively confiscated.

The State shall
purchase or requisition enterprises’ assets for reasons of National defense and
security, national interests, state of emergency, natural disaster response,
and pay enterprises according to market prices at such times. The payment or
compensation must ensure enterprises’ interests without discrimination between
types of business entities.

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1. Political
organizations and socio-political organizations within enterprises shall
operate in accordance with Constitution, law, and the organization’s charter.

2. Enterprises
must not obstruct the establishment of intramural political organizations or
socio-political organizations and must not obstruct employees to participate in
such organizations.

Article 7. Rights of enterprises

1. Engage in the
business lines that are not prohibited by law.

2. Exercise
business autonomy; decide on organizational structure, business lines, and
location; change the scale and business lines.

3. Decide on the
method of raising and using capital.

4. Find markets,
customers, and sign contracts proactively.

5. Engage in
export and import.

6. Hire employees
to serve the business.

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8. Own, use, and
dispose of assets of the enterprise.

9. Refuse to
provide resources against the law.

10. Lodge
complaints and denunciations in accordance with regulations of law on
complaints and denunciations.

11. Participating
in proceedings in accordance with laws.

12. Other rights
prescribed by relevant laws.

Article 8. Obligations of enterprises

1. Satisfy the
conditions when engaging in the business lines subject to business conditions
as prescribed by the Law on Investment; maintain the fulfillment of such
conditions throughout the business operation.

2. Do accounting,
make and submit truthful financial statements in a timely manner according to
regulations of law on accounting and statistics.

3. Declare, pay
taxes and fulfill other financial obligation as prescribed by law.

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5. Ensure and
take responsibility for quality of goods/services according to standards
prescribed by law or registered/announced standards.

6. Fulfill
obligations pertaining to business registration, changes of business
registration information, disclosure of information about the enterprise
establishment and operation, and other obligations prescribed in this Law and
relevant laws.

7. Take
responsibility for the truthfulness and accuracy of information in the
application for business registration and reports; rectify incorrect
information.

8. Comply with
regulations of law on national defense and security, social order and safety,
gender equality, protection of natural resources, the environment, historic
sites and natural monuments.

9. Exercise the
obligations pertaining to business ethics to protect the lawful rights and
interests of customers and consumers.

Article 9. Rights and obligations of enterprises providing public
services/products

1. The rights and
obligations specified in Article 7, Article 8, and relevant regulations of this
Law.

2. Get reimbursed
for the costs in accordance with regulations of law on bidding, or collect
service charges in accordance with regulations of competent authorities.

3. Provide
products/services for a period of time sufficient to recoup investment and earn
a reasonable amount of profit.

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5. Ensure
equitability and equally convenience of customers.

6. Take legal
responsibility for the quantity, quality, conditions, prices/charges of the
products/services provided.

Article 10. Criteria, rights and obligations of social
enterprises

1. Every social
enterprise must satisfy the following criteria:

a) The enterprise
is registered in accordance with this Law;

b) The
enterprise’s objective is to resolve social, environmental problems, or to
serve public interests;

c) At least 51%
of annual profit is used for reinvestment in order to serve the social,
environmental purposes as registered.

2. Apart from the
rights and obligations of enterprises prescribed in this Law, social
enterprises also have the following rights and obligations:

a) Maintain the
objectives and conditions prescribed in Point b and Point c Clause 1 of this
Article throughout the operation; any operating enterprise that wishes to
convert into a social enterprise, and any social enterprise that wishes to stop
operating as a social enterprise shall notify the competent authority to
complete necessary procedures;

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c) Seek and
receive sponsorships from other individuals, enterprises, non-governmental
organizations, other Vietnamese and foreign organizations to cover
administrative expense and operating costs of the enterprise;

d) Do not use the
sponsorships for purposes other than covering administrative expense and
operating costs or resolving social, environmental issues registered by the enterprise;

dd) Submit annual
reports on the enterprise’s operation to the competent authority when receiving
incentives or support.

3. The State
shall introduce policies to encourage, support, and boosts the development of
social enterprises.

4. The Government
shall elaborate this Article.

Article 11. Retention of enterprise’s documents

1. Depending on
the form, the enterprise must retain the following documents:

a) The company’s
charter; internal rules and regulations; member register or shareholder register;

b) Certificate of
industrial property rights; Certificate of product quality registration; other
licenses and certificates;

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d) Minutes of
meetings of the Board of members, the General Meeting of Shareholders, the
Board of Directors; the enterprise’s decisions;

dd) The
prospectus for securities issuance;

e) Reports made
by the Control Board; conclusions of inspection authorities; conclusions of
audit organizations;

g) Accounting
books, accounting documents, and annual financial statements.

2. The documents
mentioned in Clause 1 of this Article must be kept at the headquarter or
another location prescribed in the company’s charter. The retention duration
shall comply with relevant regulations of law.

Article 12. Reporting changes to information about the
enterprise’s manager

The enterprise
must notify the business registration authority of the changes to the name,
address, nationality, ID number, passport number or other ID papers of the
following persons within 05 days from the day on which such changes are made:

1. Members of the
Board of Directors of the joint-stock company;

2. Members of the
Control Board or controllers;

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Article 13. Legal representative

1. The legal
representative of an enterprise is the individual that exercises the rights and
fulfills the obligations on when making transactions on behalf of the
enterprise, represents the enterprise as the plaintiff, defendant, and person
with relevant interests and duties before the arbitral tribunal, the court,
exercises other rights and fulfills other obligations as prescribed by law.

2. A limited
liability company or joint-stock company may have one or multiple legal
representatives. The quantity, titles, rights and obligations of legal
representative of the enterprise shall be specified in the company’s charter.

3. There must
always be at least one legal representative that resides in Vietnam. If the
enterprise has only one legal representative, such person must resides in
Vietnam and authorizes another person in writing to perform the legal
representative’s right and obligations when leaving Vietnam. In this case, the
legal representative is still responsible for the performance of delegated
rights and obligations.

4. In case the
legal representative does not return to Vietnam at the end of the authorization
period and does not give another authorization:

a) The authorized
person of the sole proprietorship shall keep performing the legal
representative’s rights and obligations within the scope of authorization until
the legal representative goes back to work at the enterprise;

b) The authorized
person of the limited liability company, joint-stock company, or partnership
shall keep performing the legal representative’s rights and obligations within
the scope of authorization until the legal representative goes back to work at
the enterprise, or until the company owner, the Board of members, or the Board
of Directors decides to designate another person as the legal representative of
the enterprise.

5.
If the enterprise has only one legal representative and such person is not
present in Vietnam for more than 30 days without authorizing another person to
act as the legal representative, or such person is dead, missing, detained,
sentenced to imprisonment, or legally incompetent, then the company owner, the
Board of members, or the Board of Directors shall designate another person as
the legal representative.

6. With regard to
a limited liability company with two members, if the member who is the legal
representative of the company is detained or sentenced to imprisonment, makes a
getaway, is missing or legally incompetent,
or is banned from practicing by the court for smuggling, producing
counterfeits, running illegal businesses, tax evasion, fraud, or another crime
defined by Criminal Code, the other member is naturally the company’s legal
representative until the Board of members makes a decision on company’s legal
representatives.

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Article 14. Responsibilities of the enterprise’s legal
representative

1. The
enterprise’s legal representative has the following responsibilities:

a) Perform the
given rights and obligations in a truthful, careful manner to ensure the
enterprise’s lawful interests;

b) Act in the
best interest of the enterprise; do not use information, secrets, business
opportunities of the enterprise; do not misuse the position, power, or property
of the enterprise for self-seeking purposes or serving the interest of other
entities;

c) Notify the
enterprise of the representative and his/her related persons owning or having
the controlling stake or shares in other enterprises.

2. The legal
representative of the enterprise is personally responsible for the damage
caused by his/her violations against the obligations mentioned in Clause 1 of
this Article.

Article 15. Authorized representatives of owners, members,
shareholders being organizations

1. The authorized
representatives of owners, members, shareholders being organizations must be
individuals authorized in writing to perform their rights and obligations
prescribed in this Law on behalf of such owners, members, shareholders.

2. Unless
otherwise prescribed by the company’s charter, the authorized representative
shall be appointed as follows:

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b) A joint-stock
company that holds at least 10% of ordinary shares may appoint up to 03
representatives.

3. If the owner,
member, or shareholder being an organization appoints multiple authorized
representatives, the stake/shares of each representative must be determined. If
the owner, member, or shareholder fails to determine the stake/shares of each
authorized representative, the stake/shares shall be split equally among the
representatives.

4. Authorized
representatives must be appointed in writing; the appointment of authorized
representative must be notified to the company and is only effective when the
company receives the notification. The letter of authorization must contain:

a) Full name,
enterprise identification number, address of the headquarter of the owner,
member, shareholder;

b) The quantity
of authorized representatives and their corresponding holding of shares/stake;

c) Full name,
permanent residence, nationality, ID number, passport number of each authorized
representative;

d) The duration
of authorization of each representative, including the beginning date;

dd) Full names,
signatures of legal representatives, owners, members, shareholders, and
authorized representatives.

5. Authorized representatives
must satisfy the conditions below:

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b) The authorized
representative is not prohibited from establishing and managing enterprises;

c) Members,
shareholders being companies of whom >50% of charter capital is held by the
State in the form of stake or shares must not appoint their spouses, parents,
adoptive parents, children, adopted children, siblings of the manager or the
person competent to appoint the company manager as authorized representatives
of other companies;

d) The authorized
representative satisfies other conditions prescribed by the company’s charter.

Article 16. Responsibilities of authorized representative
of owners, members, shareholders being organizations

1. The authorized
representatives of owners, members, shareholders being organizations shall
perform the rights and obligations of owners, members, and shareholders on
their behalf at the Board of members or the General Meeting of Shareholders in
accordance with this Law. All restrictions imposed by owners, members,
shareholders upon the authorized representative’s performance of the rights and
obligations of being owners, members, and shareholders shall not apply to any
third party.

2. Authorized
representatives must attend every meeting of the Board of members or the
General Meeting of Shareholders; perform given rights and obligations in a
truthful and careful manner to protect the lawful interests of the authorizing
owners, members and shareholders

3. Authorized
representatives are responsible to owners, members, shareholders being
organizations for failure to fulfill the obligations prescribed in this
Article. The authorizing owners, members, and shareholders are responsible to
the third party for the responsibility pertaining the rights and obligations
performed by the authorized representatives.

Article 17. Prohibited acts

1. Issuing or
refusing to issue the Certificate of Business registration; requesting business
founders to submit additional documents against this Law; delaying,
obstructing, harassing business founders or enterprises’ operation.

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3. Doing business
as an enterprise without registration; carrying on doing business after the
Certificate of Business registration has been revoked.

4. Providing
untruthful information in the application for enterprise registration or
application for adjustments to business registration.

5. Declaring
false charter capital; failure to contribute sufficient charter capital as
registered; deliberately determining inaccurate values of contributed assets.

6. Engaging in
prohibited business lines; engaging in business lines subject to conditions
without satisfying all of the conditions as prescribed in the Law on
Investment, or failing to maintain fulfillment of such conditions throughout
the business operation.

7. Money
laundering, fraud.

Chapter II

ENTERPRISE
ESTABLISHMENT

Article 18. The right to establish enterprises, contribute
capital, purchase shares/stakes, and manage enterprises

1. Every
organization and individual is entitled to establish and manage enterprises in
Vietnam in accordance with this Law, except for the cases in Clause 2 of this
Article.

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a) Government
agencies, armed force units using state-owned property to establish enterprises
for self-seeking purposes.

b) Officials and
civil servants defined by regulations of law on officials and civil servants;

c) Commissioned
officers, non-commissioned officers, workers and civil servants working at
units of the army; commissioned officers, non-commissioned officers working at
police units, except for those appointed as authorized representatives to
manage state capital contributed to other enterprises;

d) Executive
officers of state-owned companies, except for those appointed as authorized
representatives to manage state capital contributed to other enterprises;

dd) Minors;
people that are legally incompetent; organizations without legal status;

e) Any person facing
criminal prosecution, serving a prison sentence, undergoing drug
rehabilitation, sent to a reform school; or banned from doing business, holding
a certain title or doing a certain job by the court; and other cases prescribed
by regulations of law on bankruptcy and anti-corruption.

The applicant for
enterprise registration must submit the criminal record to the business
registration authority at its request.

3. Every
organization and individual is entitled to contribute capital, buy
shares/stakes in joint-stock companies, limited liability companies, and
partnerships in accordance with this Law, except in the following cases:

a) Government
agencies, armed force units using state-owned property to establish enterprises
for self-seeking purposes;

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0906 22 99 66

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4. Self-seeking
purpose mentioned in Point a Clause 2 and Point a Clause 3 of this Article
means the use of income, in any shape or form, earned from doing business,
capital contribution, purchase of shares/stakes for any of the purposes below:

a) The income is
distributed, in any shape or form, among some or all of the persons mentioned
in Point b and Point c Clause 2 of this Article;

b) The income is
used to increase the budget of the organization/unit against regulations of law
on government budget;

c) The income is
added to a fund serving private interests of the organization/unit.

Article 19. Contracts prior to business registration

1. The founder of
the enterprise may sign contracts serving the establishment and operation of
the enterprise before and during the process of business registration.

2. If the enterprise
establishment is permitted, the enterprise shall keep performing the duties and
rights under the concluded contracts, unless otherwise agreed by the parties.

3. If the
enterprise registration is not granted, the person who enters into the contract
prescribed in Clause 1 of this Article shall take responsibility, or the
founder of the enterprise shall take joint responsibility for the
implementation of the contract.

Article 20. Application for registration of a sole
proprietorship

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2. Copies of the
ID card or other ID papers of the owner of the sole proprietorship.

Article 21. Application for registration of a partnership

1. An application
form for business registration.

2. The company’s
charter.

3. A list of
partners.

4. Copies of the
ID card or other ID papers of the partners.

5. A copy of the
Certificate of Investment registration of the foreign investors as prescribed
by the Law on Investment.

Article 22. Application for registration of a limited
liability company

1. An application
form for business registration.

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3. A list of
members.

4. Copies of:

a) Copies of the
ID card or other ID papers of members being individuals;

b) Decision on
Establishment, Certificate of Business registration, or an equivalent document
of the organization and the letter of authorization; the ID card or other ID
papers of the authorized representatives of members being organizations.

If a member is a
foreign organization, the copy of the Certificate of Business registration or
an equivalent document must be consularly legalized.

c) The
Certificate of Investment registration of the foreign investors as prescribed
by the Law on Investment.

Article 23. Application for registration of a joint-stock
company

1. An application
form for business registration.

2. The company’s
charter.

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0906 22 99 66

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4. Copies of:

a) Copies of the
ID card or other ID papers of founding shareholders and foreign investors being
individuals;

b) Decision on
Establishment, Certificate of Business registration, or an equivalent document
of the organization and the letter of authorization; the ID card or other ID
papers of the authorized representatives of founding shareholders and foreign
investors being organizations.

If shareholders
are foreign organizations, the copy of the Certificate of Business registration
or an equivalent document must be consularly legalized.

c) The Certificate
of Investment registration of the foreign investors as prescribed by the Law on
Investment.

Article 24. Contents of the application form for business
registration

1. Name of the
enterprise.

2. Address of the
enterprise’s headquarter; phone number, tax number, and email address (if any).

3. Business
lines.

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0906 22 99 66

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5. Types of
shares, face value of each type of shares and total authorized shares of each type
if the enterprise is a joint-stock company.

6. Tax
registration information

7. Number of
employees.

8. Full name,
signature, permanent residence, nationality, number of the ID card, passport,
or another ID paper of the owner if the enterprise is a sole proprietorship, or
those of the partners if the enterprise is a partnership.

9. Full name,
signature, permanent residence, nationality, number of the ID card, passport,
or another ID paper of the legal representative if the enterprise is a limited
liability company or joint-stock company.

Article 25. The company’s charter.

1. The company’s
charter consists of the charter upon registration and amendments made to the
charter throughout the enterprise’s operation.

Main contents of
the company’s charter:

a) Name, address
of the headquarter of the enterprise; names, addresses of its branches and
representative office (if any);

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(028) 3930 3279

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0906 22 99 66

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c) Charter
capital; total shares, types of shares, and nominal values of each type of
shares if the enterprise is a joint-stock company;

d) Full names,
addresses, nationalities, and other information of general partners if the
enterprise is a partnership; of the owners or members if the enterprise is a
limited liability company; of founding shareholders if the enterprise is a
joint-stock company; stakes of each member if the enterprise is a limited
liability company or partnership; the quantity of shares, types of shares, and
nominal value of each type of the founding shareholders;

dd) Rights and
obligations of members/partners if the enterprise is a limited liability
company/partnership; of shareholders if the enterprise is a joint-stock
company;

e) Organizational
structure;

g) The legal
representative if the enterprise is a limited liability company or a
joint-stock company;

h) Method for
ratifying the enterprise’s decisions; rules for resolution of internal dispute;

i) Bases and
methods for determination of wages and bonus for managers and controllers;

k) Cases in which
a member is entitled to request the enterprise to buy his/her stake (if the
enterprise is a limited liability company) or shares (if the enterprise is a
joint-stock company);

l) Rules for
distribution of post-tax profit and handling of business loss;

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0906 22 99 66

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n) Rules for
making amendments to the company’s charter.

2. When applying
for business registration, the charter must bear the full names and signatures
of the following persons:

a) General
partners if the enterprise is a partnership;

b) The
enterprise’s owner being an individual or the legal representative of the
enterprise’s owner being an organization (if the enterprise is a single-member
limited liability company);

c) Members being
individuals or legal representatives or authorized representatives of the
members who are organizations (if the enterprise is a multi-member limited
liability company);

c) Founding
shareholders being individuals and legal representative or authorized
representative of founding shareholders being organizations if the enterprise
is a joint-stock company.

3. The amended
charter must bear the full names and signatures of the following persons:

a) The President
of the Member assembly if the enterprise is a partnership;

b) The owner,
legal representative of the owner, or the legal representative if the
enterprise is a single-member limited liability company;

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0906 22 99 66

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Article 26. List of members of a limited liability company,
general partners of a partnership, founding shareholders of a joint-stock
company

The list of
members of a limited liability company, general partners of a partnership,
founding shareholders of a joint-stock company must have the following
information:

1. Full names,
signatures, addresses, nationalities, permanent residence, and other
information about members/general partners being individuals if the enterprise
is a limited liability company or partnership; of founding shareholders and foreign
investors being individuals if the enterprise is a joint-stock company;

2. Names,
enterprise identification number, and addresses of members/general partners
being organizations if the enterprise is a limited liability company or
partnership; of founding shareholders and foreign investors being organizations
if the enterprise is a joint-stock company;

3. Full names,
signatures, addresses, nationalities, permanent residences of authorized
representatives or legal representatives of members being organizations if the
enterprise is a limited liability company; of founding shareholders and foreign
investors being organizations if the enterprise is a joint-stock company;

4. Stakes, types,
quantity and value of each type of contributed assets, time limit for making
capital contribution of each member/general partner if the enterprise is a
limited liability company or partnership; quantity of shares, types of shares,
types, quantity and value of each type of assets contributed by each founding
shareholders and shareholders being foreign investors if the enterprise is a
joint-stock company.

Article 27. Procedures for business registration

1. The founder of
the enterprise or an authorized person shall submit the application for
enterprise registration prescribed in this Law to the business registration
authority

2. The business
registration authority shall consider the legitimacy of the application for
enterprise registration and issue the Certificate of Business registration
within 03 working days from the day on which the application is received. If
the application is rejected, a written notification must be sent to the
founder. The notification must provide explanation and necessary adjustments or
additions.

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0906 22 99 66

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Article 28. Issuance of the Certificate of Business registration

1. The enterprise
shall be granted the Certificate of Business registration when the following
conditions are satisfied:

a) The registered
business lines are not banned;

b) The
enterprise’s name is conformable with regulations in Articles 38, 39, 40, and
42 of this Law;

c) The
application for business registration is satisfactory;

d) The fee for
enterprise registration is fully paid as prescribed by regulations of law on
fees and charges.

2. If the Certificate
of Business registration is lost or damaged or otherwise destroyed, the
enterprise shall have it reissued and pay fees as prescribed by law.

Article 29. Contents of the Certificate of Business
registration

1. Name and
identification number of the enterprise.

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3. Full name,
signature, permanent residence, nationality, number of the ID card, passport,
or another ID paper of the legal representative if the enterprise is a limited
liability company or joint-stock company; or general partners if the enterprise
is a partnership; of the owner if the enterprise is a sole proprietorship; full
names, permanent residences, nationalities, ID/passport numbers of members
being individuals, or names, enterprise identification numbers and addresses of
headquarters of members being organizations if the enterprise is a limited
liability company.

4. Charter
capital.

Article 30. Enterprise identification number

1. Enterprise identification
number is a series of number created by the National Business Registration
Information System which is issued to the enterprise when it is established and
written on the Certificate of Business registration. Each enterprise has a sole
enterprise identification number and it shall not be issued to any other
enterprise.

2. The enterprise
identification number is used when fulfilling tax obligations, following
administrative procedures, and performing other rights and obligations.

Article 31. Registration of changes to the Certificate of
Business registration

1. The enterprise
must register with the business registration authority when contents of its
Certificate of Business registration are changed as prescribed in Article 29 of
Law.

2. The legal
representative of the enterprise must register the changes to the Certificate
of Business registration within 10 days from the day on which such changes are
made.

3. The business
registration authority shall consider the legitimacy of the documents and issue
a new Certificate of Business registration within 03 working days from the day
on which the application is received. If the
application is rejected, a written notification must be sent to the applicant.
The notification must provide explanation and necessary adjustments or
additions.

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0906 22 99 66

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a) The applicant
for changes to the Certificate of Business registration shall submit the
application to the business registration authority within 15 working days from
the effective date of the judgment or decision. The application must be
enclosed with a copy of the effective judgment or decision;

b) The business
registration authority shall consider and issue a new Certificate of Business
registration according to the effective judgment or decision within 03 working
days from the day on which the application is received. If the application is
rejected, a written notification must be sent to the applicant. The
notification must provide explanation and necessary adjustments and additions.

Article 32. Notification of changes to the business
registration information

1. The enterprise
must notify the business registration authority when making any of the changes
below:

a) Changing the
business lines;

b) Changing the
founding shareholders if the enterprise is a joint-stock company and
shareholders being foreign investors, unless the enterprise is a listed
company;

c) Making other
changes to the application for enterprise registration.

2. The legal
representative of the enterprise shall notify changes to business registration
information within 10 days from the day on which such changes are made.

3. The company
must send a written notification to the business registration authority of the
administration division where the enterprise’s headquarter is located from the
day on which shareholders being foreign investors, whose names are in the
enterprise’s shareholder register, are changed. The notification must specify:

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0906 22 99 66

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b) With regard to
shareholders being foreign investors who transfer their shares (the
transferors): Names and addresses of foreign shareholders being organizations;
full name, nationalities, addresses of shareholders being individuals; their
holdings and quantity of shares, types of shares; quantity and types of
transferred shares;

c) With regard to
shareholders being foreign investors who receive shares transfer (the
transferees): Names and addresses of foreign shareholders being organizations;
full name, nationalities, addresses of shareholders being individuals; quantity
and types of shares received; quantity of shares and corresponding holdings in
the company;

d) Full name and
signature of the company’s legal representative.

4. The business
registration authority shall consider the legitimacy of the documents and
change business registration information within 03 working days from the day on
which the notification is received. If the changes are rejected, a written
notification must be sent to the applicant. The notification must provide
explanation and necessary adjustments and additions (if any).

5. Changes to
business registration information according to a decision of the court or
arbitration shall be registered following the procedures below:

a) The applicant
for changes to business registration information shall submit the notification
of changes to a competent business registration authority within 10 working
days from the effective date of the judgment or decision. The notification must
be enclosed with a copy of the effective judgment or decision;

b) The business
registration authority shall consider and change the business registration
information according to the effective judgment or decision within 03 working
days from the day on which the notification is received. If the changes are
rejected, a written notification must be sent to the requester. The
notification must provide explanation and necessary adjustments and additions.

Article 33. Announcing business registration information

1. After being
granted the Certificate of Business registration, the enterprise must make an
announcement on the National Business Registration Portal and pay the fee as
prescribed. The announcement shall contain the information on the Certificate
of Business registration and the following information:

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b) A list of
founding shareholders and shareholders being foreign investors if the
enterprise is a joint-stock company.

2. If business
registration information is changed, the changes must be announced on National
Business Registration Portal by the deadline prescribed in Clause 3 of this
Article.

3. Announcement of
the information prescribed in Clause 1 and Clause 2 of this Article must be
announced within 30 days from the day on which it is disclosed.

Article 34. Provision of business registration information

1. Within 05
working days from the day on which the Certificate of Business registration is
issued or business registration information is changed, the business
registration authority shall send the business registration information or the
changes to business registration information to the tax authority, statistical
agency, labor authority, and social insurance authority; periodically send
business registration information and changes to business registration
information to another regulatory body of the same level, the People’s
Committee of the district where the enterprise’s headquarter is located.

2. Every
organization or individual is entitled to request business registration
authorities to provide information that must be announced by enterprises as
prescribed by law.

3. Business
registration authorities must provide information sufficiently and in a timely
manner as prescribed in Clause 2 of this Article.

4. The Government
shall elaborate this Article.

Article 35. Contributed assets

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2. Intellectual
property rights contributed as capital include copyrights and relevant rights,
industrial property rights, plant variety rights, and other intellectual
property rights prescribed by regulations of law on intellectual property. Only
the organizations and individuals who are legitimate owners of the
aforementioned rights may contribute such assets as capital.

Article 36. Transfer of ownership of contributed
assets

1. Members of
limited liability companies, general partners of partnerships, and shareholders
of joint-stock companies must transfer the right to ownership of assets
contributed as capital as follows:

a) If asset
ownership registration is mandatory or the asset is land use right, the capital
contributor must follow procedures for transferring the ownership of such asset
or land use right to the company at a competent authority.

The transfer of
ownership of contributed assets shall not incur registration fee;

b) If asset
ownership registration is not mandatory, the capital contribution shall be
recorded in writing.

The transfer
record must specify the name and headquarter address of the company; Full name,
permanent residence, ID/passport number, establishment decision number or
registration number of the contributor; the types and quantity of assets
contributed; total value of contributed assets and ratio of contributed assets
to the company’s charter capital; the date of transfer; signatures of the
contributor or the contributor’s authorized representative and the legal
representative of the company;

c) Shares or
stakes in the form of assets other than VND, convertible foreign currency, and
gold are considered transferred after the legal ownership of such assets is
transferred to the company.

2. Contributed
assets used for the sole proprietorship’s operation is exempt from procedures
for ownership transfer.

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Article 37. Assessing contributed assets

1. Contributed
assets other than VND, convertible foreign currencies, gold, must be assessed
by members/general partners, founding shareholders, or professional valuation
organizations, and expressed in VND.

2. Assets
contributed upon the enterprise establishment must be unanimously assessed by
members or founding shareholders, or assessed by a professional valuation
organization. If assets are assessed by a professional valuation organization,
the value of contributed assessed must be concurred with by the majority of
members or founding shareholders.

If a contributed
asset is assessed at a higher value than its true value at the time of
contribution, the members or founding shareholders shall contribute an
additional amount which is equal to the difference between the assessed value
and true value when the valuation is done; and are jointly responsible for the
damage caused by deliberate assessment of assets higher values than their
actual values.

3. Assets
contributed during the operation shall be assessed by the owner, the Board of
members (if the enterprise is a limited liability company or partnership), or
the Board of Directors (if the enterprise is a joint-stock company) and the
contributor or a professional valuation organization. If the asset is assessed
by a professional valuation organization, its assessed value must be concurred
with by the contributor and the enterprise.

If
the assessed value is higher than the true value of the asset at the time of
contribution, the contributor, the owner, members of the Board of members (if
the enterprise is a limited liability company or partnership), or members of
the Board of Directors (if the enterprise is a joint-stock company) shall
contribute an additional amount which is equal to the difference between the
assessed value and true value when the valuation is done; and are jointly
responsible for the damage caused by deliberate
assessment of assets higher values than their actual values.

Article 38. Enterprise’s name

1. The Vietnamese
name of an enterprise consists of two elements:

a) The type of
business entity. The type of business entity is written as “công ty trách nhiệm
hữu hạn” or “công ty TNHH” (limited liability company); “công ty cổ phần” or
“công ty CP” (joint-stock company); “công ty hợp danh” or “công ty HD”
(partnership); “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” (sole
proprietorship);

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2. The enterprise’s
name must be post up at the headquarter, branches, representative offices, and
other business locations of the enterprise. The enterprise’s name must be
printed or written on transaction documents, materials, and publications
published by the enterprise.

3. Business
registration authorities are entitled to refuse to grant approval for
enterprises’ names pursuant to Articles 39, 40, 42, and this Article.

Article 39. Prohibitions when naming enterprises

1. Picking a name
that is the same as or confused with another enterprise’s name which has been
registered as prescribed in Article 42 of this Law.

2. Using names of
regulatory bodies, the armed forces, political organizations, socio-political
organizations, socio-political-professional organizations, social
organizations, socio-professional organizations as the whole or part of the
enterprise’s proper name, unless otherwise permitted by the organization.

3. Using words or
symbols that offend the history, tradition, culture of Vietnam.

Article 40. Enterprise’s name in foreign language and
abbreviated name

1. Enterprise’s
name in foreign language means the name translated from the Vietnamese name
into a foreign language that uses the Latin alphabet. When translated into a
foreign language, the enterprise’s name may be kept unchanged or translated
into a word or phrase with a corresponding meaning.

2.
If the enterprise has a foreign name, it size must be smaller than the
enterprise’s Vietnamese name at the headquarter, branches, representative
offices, business locations of the enterprise, on the enterprise’s documents
and publications.

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Article 41. Names of branches, representative offices, and
business locations

1. Names of
branches, representative offices, and business locations must be written using
the Vietnamese alphabet, the letters F, J, Z, W, digits, and symbols.

2. The name of
each branch or representative office must bear the enterprise’s name and the
word “Chi nhánh” (“Branch of”) or “Văn phòng đại diện” (“Representative
office”)

3. Names of
branches, representative offices, and business locations must be put up at the
branches, representative office, and business locations. The name of the branch
or representative office must be smaller than the enterprise’s name on the
documents issued by the branch or representative office.

Article 42. Used names and confusing names

1. A used name
means a Vietnamese name chosen by a enterprise which is exactly the same as the
name of another registered enterprise.

2. A name is
considered confusing in the following cases:

a) The Vietnamese
name chosen by the enterprise is pronounced similarly to the name of a
registered enterprise;

b) The
abbreviated name chosen by the enterprise is the same as the abbreviated name
of a registered enterprise;

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d) The proper name
chosen by the enterprise is different from that of a registered enterprise of
the same type by only a digit or a letter (in the Vietnamese alphabet, or the
letter F, J, Z, W) right after the chosen proper name;

dd) The proper
name chosen by the enterprise is different from that of a registered enterprise
of the same type by only a symbol “&”, “.”, “+”, “-”, “_”;

e) The proper
name chosen by the enterprise is different from that of a registered enterprise
of the same type by only a the word “tân” (“new”) before or “mới” after the
proper name;

g) The proper
name chosen by the enterprise is different from that of a registered enterprise
of the same type by only a word “miền Bắc” (”Northern”), “miền Nam”
(”Southern”), “miền Trung” (”Central”), “miền Tây” (”Western”), “miền Đông”
(”Eastern”), or a word with similar meanings.

Regulations in
Points d, dd, e, and g of this Clause do not apply to subsidiaries of a
registered enterprise.

Article 43. Headquarter

The headquarter
of a enterprise is a location in Vietnam with an address, which consists of the
house number, street, commune, district, province, phone number, fax number,
and email address (if any).

Article 44. Enterprise’s seal

1. Every
enterprise is entitled to decide the form, quantity, and contents of its seal.
A seal must specify:

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b) The
enterprise’s ID number.

2. Before using
the seal, the enterprise must send the seal design to the business registration
authority in order for the business registration authority to post it on the
National Business Registration Portal.

3. The
management, use, and retention of the seal shall comply with the company’s
charter.

4. The seal shall
be used in the cases prescribed by law or agreed by the parties.

5. The Government
shall elaborates this Article.

Article 45. Branches, representative offices, and business
locations of the enterprise

1. A branch is a
unit dependent on the enterprise and obliged to perform part or all of the
enterprise’s functions, including representation under authorization. The
business lines of the branch must be consistent with those of the enterprise.

2. A
representative office is a unit dependent on the enterprise and obliged to
represent the enterprise’s interests under authorization and protect such
interests.

3. Business
location is a place where the enterprise does some particular business
activities.

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1. Every
enterprise is entitled to establish a branch or representative office, whether
at home or overseas. A enterprise may establish one or multiple
branches/representative offices in an administrative division.

2. When
establishing a branch/representative office in Vietnam, the enterprise shall
submit an application for establishment of the branch/representative office to
a competent business registration authority in charge of the administrative
division where the branch/representative office is situated. The application
consists of:

a) A notification
of the branch/representative office establishment;

b) A copy of the
Establishment Decision and minutes of the meeting about the
branch/representative office establishment; a copy of the ID card/passport or
ID paper of the head of the branch/representative office.

3. The business
registration authority shall examine the validity of the application and issue
the Certificate of Branch/Representative Office Registration within 03 working
days from the day on which the application is received. If the application is
rejected, the enterprise must be notified in writing. The notification must
provide explanation and necessary adjustments/supplementation (if any)

4. The business
registration authority that issues the Certificate of branch/representative
office registration shall inform the business registration authority in charge
of the administrative division where the enterprise’s headquarter is situated,
send information about registration of the branch/representative office to the
tax authority, statistics authority within 05 working days from the issuance
date of the Certificate of branch/representative office registration;
periodically send information to the People’s Committee of the district where
the branch/representative office is situated.

5. The legal
representative of the enterprise shall register changes to the Certificate of
Branch/Representative Office Registration within 10 days from the day on which
such changes are made.

6. The Government
shall elaborates this Article.

Chapter III

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Section
1: MULTI-MEMBER LIMITED LIABILITY COMPANY

Article 47. Multi-member limited liability company

1. Multi-member
limited liability company is a enterprise where:

a) Members are
organizations and/or individuals; the number of members does not exceed 50;

b) Members are
liable for debts and other liabilities of the enterprise up to the value of
capital they contribute to the enterprise, except for the case in Clause 4
Article 48 of this Law.

c) Stakes of
members shall be transferred in accordance with Articles 52, 53, and 54 of this
Law.

2. A multi-member
limited liability company has a legal status from the issuance date of the
Certificate of Business registration.

3. Multi-member limited
liability companies must not issue shares.

Article 48. Capital contribution to company establishment
and issuance of certificate of capital contribution

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2. Every member
must contribute capital properly in terms of sufficiency and type of assets as
agreed within 90 days from the day on which the Certificate of Business
registration is issued. Company’s members may only contribute assets other than
the promised assets it such assets are approved by the majority of other
members. After the said deadline, each member has the rights and obligations
proportional to their promised capital contribution.

3. In case a
member fails to contribute capital or fails to fully contribute capital by the
deadline mentioned in Clause 2 of this Article:

a) The member who
fails to contribute capital as promised is obviously no longer a company’s
member;

b) The member who
fails to fully contribute capital as promised shall have the rights
proportional to his/her contributed capital;

c) The right to
contribute capital of the member who fails to contribute capital shall be
offered under a decision of the Board of members.

4. If a member
fails to contribute capital or fails to fully contribute capital as agreed, the
company shall register a change to charter capital and the member’s stake
holding within 60 days from the deadline for making sufficient capital
contribution prescribed in Clause 2 of this Article. Any member who fails to
contribute capital or fails to fully contribute capital as agreed shall take
responsibility up to the value of promised capital contribution for the
company’s financial obligations incurred before the day on which the company
registers the changes to the charter capital and its members’ stakes.

5. When a member
fully contributes capital, the company shall issue a Certificate of capital
contribution to such member. The certificate of capital contribution shall
contains:

a) The
enterprise’s name, ID number, and headquarter address;

b) The
enterprise’s charter capital;

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d) The member’s
stake and value thereof;

dd) Number and
date of issue of certificate of capital contribution;

e) Full name and
signature of the company’s legal representative.

6. In case a
certificate of capital contribution is lost, damaged, or otherwise destroyed,
its holder shall has it reissued in accordance with the procedures provided for
by the company’s charter.

Article 49. Member register

1. The company shall
make a member register as soon as the Certificate of Business Registration is
issued. The member register shall contain:

a) The
enterprise’s name, ID number, and headquarter address;

b) Full names,
permanent residences, nationalities, ID/passport numbers of members being
individuals; names, establishment decision numbers or company ID numbers,
headquarter addresses of members being organizations;

c) Stakes and
values thereof; date of capital contribution, types of contributed assets;
quantity and value of each type of assets contributed by each member;

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dd) Numbers and
dates of issue of certificates of capital contribution of every member.

2. The member register
shall be kept at the company’s headquarter.

Article 50. Rights of members

1. Participate in
meetings of the Board of members; discuss, propose, votes for the issues within
the competence of the Board of members.

2. Cast a number
of votes that is proportional to the member’s stake, except for the case in
Clause 2 Article 48 of this Law.

3. Receive a
proportion of profits that is proportional to the member’s stake after the
company has settled all taxes and fulfilled other financial obligations as prescribed
by law.

4. Receive a
proportion of remaining assets that is proportional to the member’s stake after
the company is dissolved or goes bankrupt.

5. Has the
preemptive right to contribute additional capital when the company’s charter capital
is increased.

6. Dispose of
his/her own stake by transfer part or all of it, give, donate or otherwise in
accordance with law and the company’s charter.

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8. Except for the
case in Clause 9 of this Article, any member or group of members that owns at
least 10% of the charter capital (or a smaller amount prescribed by the
company’s charter) shall have the additional rights below:

a) Request
meetings of the Board of members to resolve issues within its competence;

b) Inspect,
examine books and monitors transactions, accounting books, and annual financial
statements;

c) Inspect,
examine, copy the member register, meeting minutes, Resolutions of the Board of
members, and other documents of the company.

d) Request the
Court to annul the resolution of the Board of members within 90 days from the
ending date of the meeting if the procedures, conditions for meeting, or
contents of such resolution are not correct or not conformable with this Law
and the company’s charter.

9. If a company’s
member owns more than 90% of charter capital and the company’s charter does not
provide for a smaller rate as prescribed in Clause 8 of this Article, the group
of other members shall naturally have the rights prescribed in Clause 8 of this
Article.

10. Other rights
prescribed by this Law and the company’s charter.

Article 51. Obligations of member

1. Contribute
capital fully and punctually; take liability for the debts and other
liabilities of the company up to the value of capital contributed, except for
the cases in Clause 2 and Clause 4 Article 48 of this Law.

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3. Comply with
the company’s charter.

4. Comply with
resolutions and decisions of the Board of members.

5. Take personal
responsibility when committing the following acts on behalf of the company:

a) Violations of
law;

b) Business
operations or transactions that do not serve the company’s interests and cause
damage for other persons;

c) Payment of
undue debts while the company is facing financial risk.

6. Fulfill other
obligations prescribed by this Law.

Article 52. Repurchasing stakes

1. Every member
is entitled to request the company to repurchase his/her stake if such member votes
against the resolution of the Board of members on:

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b) Company
restructuring;

c) Other cases
prescribed by the company’s charter.

The request for
repurchase of a stake must be made in writing and sent to the company within 15
days from the day on which the Resolution is ratified as prescribed in this
Clause.

2. When such a
request is made as prescribed in Clause 1 of this Article, if an agreement on
the price is not reached, the company shall repurchase the member’s stake at
the market price or at a price determined according to the company’s charter
within 15 days from the day on which the request is received. The payment shall
only be made if the company is still able to repay its debts and settle other
liabilities after paying for the stake.

3. If the company
does not repurchase the stake as prescribed in Clause 2 of this Article, the
member is entitled to transfer his/her stake to another member or a person
other than members.

Article 53. Transferring stakes

1. Except for the
case in Clause 3 Article 52, Clause 5 and Clause 6 Article 54 of this Law,
every member of multi-member limited liability company are entitled to transfer
part or all of his/her stake to another person as follows:

a) Offer the
stakes to other members in proportion to their stakes in the company under the
same conditions;

b) Only transfer
the stake under the same conditions applied other members prescribed in Point a
of this Clause to persons other than members if the members do not buy or do
not buy completely within 30 days from the offering date.

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3. If the
transfer or change of the stake causes the company to have only one member, the
company shall be converted into a single-member limited liability company and
register the business registration changes within 15 days from the day on which
the transferred is finished.

Article 54. Settlement of stakes in some special cases

1. If a member
being an individual dies, his/her inheritor according to the will or law shall
be the company’s member. If a member being an
individual is declared missing by court, his/her asset management according to
civil law shall be the company’s member.

2. If a member
becomes legally incompetent, his/her
rights and obligations shall be performed by his/her guardian.

3. A member’s
stake shall be transferred or repurchased by the company in accordance with
Article 52 and Article 53 of this Law in the following cases:

a) The inheritor
does not wish to become a member;

b) The recipient
mentioned in Clause 5 of this Article is not accepted by the Board of members
as a member;

c) The member is
an organization that has been dissolved or bankrupt.

4. If a member
being an individual dies without an inheritor, the inheritor renounces the
inheritance or is disinherited, such stake shall be settled in accordance with
civil law.

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The recipient is
the member’s spouse, parent, child, or a person within three ranks of
inheritance, is naturally the company’s member. If the recipient being another
person shall only become the company’s member if accepted by the Board of members.

6. If the member
uses his/her stake to pay debts, the recipient is entitled to use such stake
to:

a) Become a
company’s member if accepted by the Board of members; or

b) Offer and
transfer it in accordance with Article 53 of this Law.

Article 55. Organizational structure

A multi-member
limited liability company has a the Board of members, a the Chairperson of the
Board of members, a Director/General Director. Every multi-member limited
liability company that has 11 members or more shall establish a the Control
Board; a company with fewer than 11 members may also establish a the Control
Board if necessary for the business administration. Rights, obligations,
standards, requirements, and conditions of the Control Board and Chief of the
Control Board shall be provided for in the company’s charter.

Article 56. The Board of members

1. The Board of
members consists of all company’s members and is the supreme decision-making
body of the company. The frequency of meetings of the Board of members shall be
specified by the company’s charter. Nevertheless, there must be at least one
meeting per year.

2. The Board of
members has the following rights and obligations:

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b) Decide the
increase or decrease of charter capital; decide the time method for raising
additional capital;

c) Decide
development investment projects of the company;

d) Decide
solutions for market development; marketing, technology transfers; ratifying
contracts for taking loans, granting loans, selling assets of which the value
is equal to or higher than 50% of total asset value written in the latest
financial statement (or a smaller rate or value prescribed by the company’s
charter);

dd) Elect,
dismiss the Chairperson of the Board of members; decide the designation of,
dismissal of, conclusion and termination of contracts with the Director/General
Director, Chief accountant, and other managers prescribed by the company’s
charter;

e) Decide the
salaries, bonuses, and other benefits for the Chairperson of the Board of
members, Director/General Director, Chief accountant, and other managers
prescribed by the company’s charter;

g) Ratify annual
financial statements, plans for use and distribution of profit, or plans for
loss settlement of the company;

h) Decide the
company’s organizational structure

i) Decide
establishment of subsidiaries, branches, and representative offices;

k) Amend the
company’s charter;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

m) Decide the dissolution
or petition for bankruptcy of the company;

n) Other rights
and obligations prescribed by this Law and the company’s charter.

3. If an
individual being a member of a limited liability company is detained,
imprisoned, or derived for the right to practice by the Court as prescribed by
Criminal Code, such member may authorize another person to participate in the
Board of members of the company.

Article 57. Chairperson of the Board of members

1. The Board of
members shall elect a member as the Chairperson. The Chairperson of the Board
of members may concurrently hold the position of the company’s Director/General
Director.

2. The
Chairperson of the Board of members has the following rights and obligations:

a) Prepare the
agenda and operation plan of the Board of members;

b) Prepare the
agenda, contents, documents of meetings of the Board of members or for absentee
voting;

c) Convene and
chair meetings of the Board of members or organize the absentee voting;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

dd) Sign
Resolutions of the Board of members on behalf of the Board of members;

e) Other rights
and obligations prescribed by this Law and the company’s charter.

3. The term of
office of a the Chairperson of the Board of members shall not exceed 05 years.
The Chairperson of the Board of members may be re-elected without term limit.

4. If the
Chairperson of the Board of members is absent or incapable of performing
his/her rights and obligations, he/she may authorize another member in writing
to perform rights and obligations of the Chairperson of the Board of members in
accordance with the company’s charter. If no member is authorized, one of the
members of the Board of members shall convene a meeting to elect one of the
members to temporarily perform rights and obligations of the Chairperson of the
Board of members under the majority rule.

Article 58. Meetings of the Board of members

1. The Board of
members shall be convened at the request of the Chairperson of the Board of
members or a member or group of member prescribed in Clause 8 and Clause 9
Article 50 of this Article. Every meeting of the Board of members must be held
at the company’s headquarter, unless otherwise prescribed by the company’s
charter.

The Chairperson
of the Board of members shall prepare the agenda, documents, and convene
meetings of the Board of members. Members may propose additional contents to
the agenda in writing. The proposal must contain:

b) The full name,
permanent residence, nationality, ID/passport number of if the member is an
individual; name, establishment decision number or company ID number,
headquarter address if the member is an organization; full name, signature of
the member or the member’s authorized representative;

b) Proportion of
stake, number and date of issue of the certificate of capital contribution;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

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d) Reasons.

The Chairperson
of the Board of members must accept the proposal and change the agenda if such
proposal is valid and sent to the company’s headquarter at least 01 working day
before the meeting date; if a proposal is put forward right before the meeting,
it shall be accepted if the majority of the attending members approve.

2. Invitations to
meetings of the Board of members may be made in writing, by phone, fax, or
another electronic medium as prescribed by the company’s charter, and sent
directly to each member of the Board of members. The invitation must specify
the time, location, and contents of the meeting.

The agenda and documents
must be sent to the company’s members before the meeting takes place. Documents
related to amendments to the company’s charter, approval of the company’s
development orientation, approval of annual financial statements, restructuring
or dissolution of the company must be sent to the members at least 07 days
before the meeting date. Time limits for sending other documents shall be
prescribed by the company’s charter.

3. In case the
Chairperson of the Board of members fails to convene a meeting of the Board of
members at the request of a member/group of member prescribed in Clause 8 and
Clause 9 Article 50 of this Law within 15 days from the day on which the
request is received, such member/group of member shall convene the meeting.

4. Unless otherwise
prescribed by the company’s charter, the convention of a meeting of the Board
of members prescribed in Clause 3 of this Article must be made in writing and
contain the following information:

a) Full names,
permanent residences, nationalities, ID/passport numbers of members being
individuals; names, establishment decision numbers or company ID numbers,
headquarter addresses of members being organizations; proportion of stake,
number and date of issue of the certificate of capital contribution of each member
that makes the request;

b) Reasons for
convening the meeting and issues that need solving;

c) Intended
agenda;

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(028) 3930 3279

DĐ:

0906 22 99 66

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5. If the request
for convention of a meeting of the Board of members does not contain sufficient
information as prescribed in Clause 4 of this Article, the Chairperson of the
Board of members shall send a written notification to the member/group of
member within 07 working days from the day on which the request is received.

In other cases,
the Chairperson of the Board of members shall convene a meeting of the Board of
members within 15 days from the day on which the request is received.

In
case the Chairperson of the Board of members fails to convene a meeting of the
Board of members as prescribed, the Chairperson shall be personally responsible
for the damage to the company and relevant members. In this case, the member/group of members that makes the
request is entitled to convene a meeting of the Board of members. Reasonable
expenditures for the convention and organization of the meeting of the Board of
members shall be reimbursed by the company.

Article 59. Conditions and formalities of meetings of the
Board of members

1. A meeting of
the Board of members shall be convened when it is attended by a number of
members that hold at least 65% of charter capital; the specific ratio shall be
prescribed by the company’s charter.

2. If the
conditions for holding a meeting of the Board of members prescribed in Clause 1
of this Article are not satisfied, the second meeting shall be held as follows
unless otherwise prescribed by the company’s charter:

a) The second
meeting shall be held within 15 days from the intended date of the first
meeting. The second meeting shall be held when it is attended by a number of
members that hold at least 50% of example;

b) If the
conditions for holding the second meeting of the Board of members prescribed in
Point a Clause 2 of this Article are not satisfied, the third meeting shall be
held within 10 working days from the intended date of the second meeting. In
this case, the meeting of the Board of members shall be held regardless of the
number of attending members and the amount of charter capital held by the attending
members.

3. Members,
authorized representatives of members shall attend and casts votes at meetings
of the Board of members. Meeting formalities and voting methods shall be
prescribed by the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 60. Resolutions of the Board of members

1. The Board of
members shall ratify the Resolutions within its competence through voting at
the meeting, absentee voting, or another voting method prescribed by the
company’s charter.

2. Unless
otherwise prescribed by the company’s charter, the following issues shall be
resolved through voting at the meeting of the Board of members:

a) Amendments to
the company’s charter prescribed in Article 25 of this Law;

b) The company’s
development orientation;

c) Election,
dismissal of the Chairperson of the Board of members; designation, dismissal of
Director/General Director;

d) Approval for
the annual financial statement;

dd) Restructuring
or dissolution of the company.

3. Unless
otherwise prescribed by the company’s charter, the Resolution of the Board of
members shall be ratified at the meeting in the following cases:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) In case of a
decision to sell assets of which the value is ≥ 50% of total asset value
according to the latest financial statement (or a smaller ratio prescribed by
the company’s charter; in case of amendments to the company’s charter; in case
of restructuring or dissolution of the company, the resolution must receives a
number of votes that represents at least 75% of total stakes of attending
members

4. A member is
considered to have attended and cast votes at the meeting of the Board of
members when such person:

a) Attend and
directly vote at the meeting;

b) Authorize
another person to attend and cast votes at the meeting;

c) Attend and
cast votes through online meeting, cast electronic votes or use another
electronic medium;

d) Send votes to
the meeting by post, fax, or email.

5. A Resolution
of the Board of members shall be ratified in the form of absentee voting if
this method is approved by a number of members that holds at least 65 % of
charter capital. The specific ratio shall be prescribed by the company’s
charter.

Article 61. Minutes of meetings of the Board of members

1. Meetings of
the Board of members must be recorded in writing, audio recordings, or other
electronic media of recordings.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) Time,
location, purposes, agenda of the meeting;

b) Full names,
proportions of stakes, numbers and issuance dates of certificates of capital
contribution of members or authorized representatives of members that attend
the meeting; Full names, proportions of stakes, numbers and issuance dates of
certificates of capital contribution of members or authorized representatives
of members that do not attend the meetings;

c) The issues
discussed and voted; summary opinions of members about each issue;

d) Total number
of valid votes, invalid votes, affirmative votes, and negative votes for each
issue.

dd) The decisions
ratified;

e) Full names and
signatures of the minutes maker and the chair of the meeting.

3. The minutes
maker and the chair of the meeting are jointly responsible for the accuracy and
truthfulness of the meeting minutes.

Article 62. Procedures for ratifying Resolutions of the
Board of members by absentee voting

Unless otherwise
prescribed by the company’s charter, the procedures for absentee voting to
ratify a Resolution shall be as follows:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. The
Chairperson of the Board of members shall organize the drafting, sending of
reports on the issues that need deciding, the Draft Resolution, and absentee
ballots to members of the Board of members;

3. The absentee
ballot shall contain:

a) Name,
enterprise ID number, headquarter address;

b) The full name,
address, Nationality, ID/passport number, stake holding of the member;

c) The issues and
responses in the following order: in favour, against, and abstentions;

d) Deadline for
submitting the absentee ballot;

dd) Full name and
signature of the Chairperson of the Board of members.

An absentee
ballot that contains sufficient information, bears the signature of the member,
and is sent to the company by the deadline is considered valid;

4. The
Chairperson of the Board of members shall organize the vote counting, make a
vote counting report, notify the result and the ratified decisions to members
within 07 working days from the deadline for submitting the enquiry form. The
report on vote counting result is as valuable as the minutes of meeting of the
Board of members and must contain the following information:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) Full names,
proportions of stakes, numbers and issuance dates of certificates of capital
contribution of members or authorized representatives that submit valid
absentee ballots; Full names, proportions of stakes, numbers and issuance dates
of certificates of capital contribution of members or authorized
representatives that do not submit absentee ballots or that submit invalid
absentee ballots;

c) The issues that
need voting; summary opinions of members about each issue (if any);

d) Total number
of valid absentee ballots, invalid absentee ballots, unsubmitted absentee
ballots; total number of valid forms with assenting opinions, those with
dissenting opinions with regard to each issue;

dd) The decisions
ratified and the corresponding ratio of votes;

e) Full name and
signature of the counter and the Chairperson of the Board of members. The
counter and the Chairperson of the Board of members are jointly responsible for
the accuracy and truthfulness of the report on vote counting result.

Article 63. Effect of Resolution of the Board of members

Unless otherwise
prescribed by the company’s charter, the Resolution of the Board of members
shall be effective from the day on which it is ratified or from its effective
date written therein.

In case a
member/group of member request the Court or arbitral tribunal to annul a
ratified Resolution, it is still effective until the decision of the Court or
arbitral tribunal comes into force.

Article 64. Director/General Director

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. The
Director/General Director has the following rights and obligations:

a) Organize the
implementation of Resolutions of the Board of members;

b) Decide the
issues related to the company’s everyday business operation;

c) Organize the implementation
of the company’s business plans and investment plans;

d) Promulgate the
company’s rules and regulations, unless otherwise prescribed by the company’s
charter;

dd) Designate,
dismiss the company’s managerial positions, except for those within the
competence of the Board of members;

e) Sign contracts
on behalf of the company, except for those within the competence of the Board
of members;

g) Propose
organizational structure plan;

h) Submit annual
financial statements to the Board of members;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

k) Hire
employees;

l) Perform other
rights and obligations prescribed in the company’s charter, employment contract
between Director/General Director and the company according to the Resolution
of the Board of members.

Article 65. Standards and conditions of Director/General
Director

1. The
Director/General Director must be legally
competent and is not banned from enterprise management as prescribed in
Clause 2 Article 18 of this Law.

2. The
Director/General Director must have experience and qualifications in business
administration, unless otherwise prescribed by the company’s charter.

3. With regard to
a subsidiary of which over 50% of charter capital is held by the State in the
form of stakes of shares, apart from the standards and requirements in Clause 1
and Clause 2 of this Article, the Director/General Director must not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister, brother-in-law, sister-in-law of the manager of the parent company and
the representative of state capital in such company.

Article 66. Wages, salaries, and bonuses for the
Chairperson of the Board of members, Director/General Director, and managers

1. The company
shall pay wages, salaries, and bonuses for the Chairperson of the Board of
members, Director/General Director, and other managers according to the
business outcomes.

2. The wages,
salaries of the Chairperson of the Board of members, Director/General Director,
and other managers shall be included in operating expense as prescribed by
regulations of law on corporate income tax, relevant regulations of law, and
recorded as a separate item in the annual financial statement.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The following
contracts and transactions between the company and the following entities are
subject to approval by the Board of members:

a) Members,
authorized representatives of members, Director/General Director, company’s legal
representative;

b) Related
persons of the persons mentioned in Point a of this Clause;

c) The manager of
the parent company, the person competent to designate the manager of the parent
company.

d) Related
persons of the persons mentioned in Point c of this Clause.

2. The person who
concludes the contract or makes the transaction must send a notification to
members of the Board of members and the Controller of the entities relevant to
such contract or transaction. The notification shall be enclosed with the draft
contract or main contents of the transaction to be made. Unless otherwise
prescribed by the company’s charter, the Board of members shall decide whether
to accept the contract/transaction within 15 days from the day on which the
notification is received. In this case, the contract/transaction shall be
accepted if it is approved by the majority of the members who represent at
least 65% of voting capital. Members who involve in the contract/transaction
must not vote.

3. The
contract/transaction carried out against the regulations in Clause 1 and Clause
2 of this Article and causing damage to the company shall be annulled and dealt
with as prescribed by law. The person who concludes the contract or makes the
transaction, members involved and their related persons shall pay compensation
for the damage inflicted, return to the company the income from such
contract/transaction which is carried out against Clause 1 and Clause 2 of this
Article or causes damage to the company.

Article 68. Adjustment to charter capital

1. The company
may increases its charter capital in the following cases:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) Capital
contributions are made by new members.

2.
When increasing stakes of members, the additional capital shall be split to the
members according to their proportion of stakes to the company’s charter
capital. Every member may transfer the
right to contribute capital to another person as prescribed in Article 53 of
this Law. Any member who objects to the decision on increase of charter capital
may refuse to contribute more capital. In this case, the additional capital
contributed by the member shall be split among other members according to their
proportion of stakes to the company’s charter capital, unless otherwise agreed
among the members.

3. The company
may decreases its charter capital in the following forms:

a) Part of stakes
is returned to members according to their stake holding if the company has run
for more than 02 consecutive years from the date of business registration,
provided the debts and other liabilities can be paid after the return is made.

b) The company
repurchases a member’s stake as prescribed in Article 52 of this Law;

c) Charter capital
is not contributed fully and punctually by members as prescribed in Article 48
of this Law.

4. Within 10 days
from the date of increase or decrease in charter capital, the company must send
a written notification to the business registration authority. The notification
shall contain:

a) Name, ID
number, headquarter address of the enterprise;

b) Charter
capital, the intended increase or decrease in charter capital;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Full name and
signature of the company’s legal representative

If charter
capital is increased, the notification must be enclosed with the Resolution and
meeting minutes of the Board of members. If charter capital is decreased, the
notification must be enclosed with the Resolution, meeting minutes of the Board
of members, and the latest financial statement. Business registration authority
shall update information about increase or decrease in charter capital within
03 working days from the day on which the notification is received.

Article 69. Conditions for profit distribution

The company shall
only distribute profits to its members when its business operation is
profitable, tax liability and other financial obligations are fulfilled in
accordance with law, debts and other liabilities can be paid after profit
distribution.

Article 70. Withdrawal of returned stake or distributed profit

When a stake is
returned due to an decrease to charter capital against the regulations in
Clause 3 Article 68 of this Law, or profits are distributed to members against
the regulations in Article 69 of this Law, the members must return the money or
assets they receive, or take joint responsibility for the debts and other
liabilities of the company until the amount of money or assets returned by the
members is equivalent to the decrease in capital or the distributed profits.

Article 71. Responsibilities of the Chairperson of the
Board of members, Director/General Director, legal representative, Controllers,
and other managers

1. The
Chairperson of the Board of members, Director/General Director, legal
representative, Controllers, and other managers have responsibilities to:

a) Perform the
given rights and obligations in an honest, careful manner to serve the best
legitimate interests of the company;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

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c) Provide the company
with timely, sufficient, and accurate information about the enterprises in
which they and their related person own or have the controlling stake or
shares;

d) Perform other
rights and obligations prescribed by law and the company’s charter.

2. The Director
or General Director must not increase salaries or pay bonuses if the company is
not able to pay due debts.

3. A notification
of related persons mentioned in Point c Clause 1 of this Article shall contain
the following information:

a) Names, enterprise
identification numbers, addresses of headquarters of the enterprises in which
they have stakes or shares; holding and time of ownership;

b) Names,
enterprise identification numbers, addresses of headquarters of the enterprises
in which their related persons have private ownership or joint ownership of
shares or stakes that make up over 10% of charter capital.

4. The
information mentioned in Clause 1 and Clause 3 must be declared within 05
working days from the day on which relevant interests occur or change. The
company shall compile a list of related persons of the company and their
transactions with the company. The list must be kept at the company’s
headquarter. Members, managers, controllers of the company, and their
authorized representative are entitled to examine and copy part or all of the
information mentioned in Clause 1 and Clause 3 of this Article during working
hours in accordance with the procedures in company’s charter.

Article 72. Lawsuits against managers

1. Members of the
company shall, single-handedly or on behalf of the company, file liability or
civil lawsuits against the President of the Member assembly, Director/General
Director, legal representative, and other managers that commit violations
against the manager’s duties in the following cases:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Failure to
adhere to or acts against regulations of law or the company’s charter on given
rights and obligations; failure to implement or adequately, promptly implement
Resolutions of the Board of members;

c) Other cases
defined by law and the company’s charter.

2. Procedures for
filing lawsuits shall comply with regulations of law on civil proceedings.

3. The proceeding
costs when a member file a lawsuits on behalf of the company shall be included
in the company’s expense, unless such lawsuit is denied.

Section
2: SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 73. Single-member limited liability company

1. A
single-member limited liability company is a enterprise under the ownership of an
organization or individual (hereinafter referred to as the company’s owner; the
company’s owner is liable for the company’s debts and other liabilities up to
the company’s charter capital.

2. A
single-member limited liability company has its legal status from the issuance
date of the Certificate of Business registration.

3. Single-member
limited liability companies must not issue shares.

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. Charter
capital of a single-member limited liability company on the business
registration date is total value of assets promised to be contributed by the
owner, which is written in the company’s charter.

2. A owner shall
make contributions in accordance with the commitment upon enterprise registration
within 90 days from the issuance date of the Certificate of Business
registration in terms of value and types of assets.

3. If sufficient
charter capital is not fully contributed by the deadline mentioned in Clause 2
of this Article, the owner shall register a change to the charter capital
within 30 days from the deadline for fully contributing charter capital. In
this case, the owner shall take responsibility up to the value of promised
capital contribution for the company’s financial obligations incurred before
the change to charter capital is registered.

4. The owner,
with his/her entire property, shall take responsibility for the company’s
financial obligations, the damage caused by failure to contribute capital, or
failure to fully and punctually contribute capital.

Article 75. Rights of the company’s owner

1. The company’s
owner has the rights to:

a) Decide the
contents of the company’s charter; amend the company’s charter;

b) Decide the
annual business plans and development plans of the company;

c) Decide the
organizational structure; designate and dismiss the company’s manager;

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(028) 3930 3279

DĐ:

0906 22 99 66

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dd) Decide
solutions for market development, marketing, and technology;

e) Ratify contracts
to take loans, contracts to grant loans, and other contracts prescribed by the
company’s charter of which the values are equal to or higher than 50% of the
total asset value written in the latest financial statement of the company, or
a smaller rate prescribed by the company’s charter;

g) Decide the
sale of assets of which the values are equal to or higher than 50% of the total
asset value written in the latest financial statement of the company, or a
smaller rate prescribed by the company’s charter;

h) Decide
increases to the company’s charter capital; transfer part of or all of the
company’s charter capital to other organizations and/or individuals;

i) Decide the
establishment of subsidiaries, capital contributions to other companies;

k) Supervise and
assess the company’s business operation;

l) Decide the use
of profit after company’s tax liability and other financial obligations are
fulfilled;

m) Decide the
company’s restructuring, dissolution, and petition for bankruptcy;

n) Withdraw the
entire value of the company’s asset value after the dissolution or bankruptcy
process is completed;

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. The company’s
owner being an individual has the rights to:

a) Decide the
contents of the company’s charter; amend the company’s charter;

b) Decide the
company’s investments, business operation, and administration, unless otherwise
prescribed by the company’s charter;

c) Decide
increases to the company’s charter capital; transfer part of or all of the
company’s charter capital to other organizations and/or individuals;

d) Decide the use
of profit after company’s tax liability and other financial obligations are
fulfilled;

dd) Decide the
company’s restructuring, dissolution, and petition for bankruptcy;

e) Withdraw the
entire value of the company’s asset value after the dissolution or bankruptcy
process is completed;

g) Exercise other
rights prescribed in this Law and the company’s charter.

Article 76. Obligations of the company’s owner

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. Adhere to the
company’s charter.

3. Determine and
separate assets of the owner and those of the company. The company’s owner
being an individual must separate the expenditures of his/her own and his/her
family from those made in the position of the company’s President, Director, or
General Director.

4. Comply with
regulations of law on contracts and relevant regulations of law on buying,
selling, loaning, borrowing, leasing, renting, and other transactions between
the company and the company’s owner.

5. The company’s
owner may only withdraw capital by transferring part of or all of the charter
capital to another organization or individual; when withdrawing part of or all
of charter capital contributed to the company using another method, the owner
and relevant organization or individual shall be jointly responsible for the
debts and other liabilities of the company.

6. The company’s
owner must not receive profit when the company fails to pay the due debts and other
liabilities.

7. Fulfill other
obligations prescribed in this Law and the company’s charter.

Article 77. Performance of the company’s owner’s rights in
some special cases

1. When the owner
transfers, give part of the charter capital to another organization or
individual (hereinafter referred to as entity), or the company has a new
member, the company shall be converted into a multi-member limited liability
company or joint-stock company, register changes to business registration
contents with the business registration authority within 10 days from the date
on which capital is transfer, given, or the new member is admitted.

2. In case the
company’s owner being an individual is detained, sentenced to imprisonment, or
deprived of the right to practice by a court as prescribed by law, such member
shall authorize another person to perform the rights and obligations of the
company’s owner.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

If the company’s
owner being an individual dies without an inheritor or the inheritor renounces
the inheritance or has the right to inherit deprived, the owner’s stake shall
be settled in accordance with regulations of law on civil affairs.

4. In case the
company’s owner being an individual becomes legally
incompetent, rights and obligations of the company’s owner shall be
performed by the guardian.

5. If the
company’s owner being an organization is dissolved or bankrupt, the recipient
of the owner’s stake shall become the owner or member of the company. The
company shall be converted correspondingly and register changes to business
registration contents within 10 days from the completion of the transfer
process.

Article 78. Organizational structure of single-member
limited liability company under the ownership of an organization

1. A
single-member limited liability company under the ownership of an organization
shall apply one of the following organizational models:

a) The company’s
President, Director/General Director, and Controller;

b) The Board of
members, Director/General Director, and Controller.

2. Unless
otherwise prescribed by the company’s charter, the Chairperson of the Board of
members or the company’s President shall be the company’s legal representative.

3. Unless
otherwise prescribed by the company’s charter, the roles, rights and
obligations of the Board of members, the company’s President, Director/General
Director, and Controller shall comply with this Law.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Members of the
Board of members shall be designated and dismissed by the company’s owner;
there will be 03 – 07 members, the term of office shall not exceed 05 years.
The Board of members, on behalf of the company, shall perform rights and
obligations of the company’s owner and the company, except for rights and
obligations of the Director/General Director; take legal responsibility to the
company’s owner for the fulfillment of rights and obligations in accordance
with this Law and relevant regulations of law.

2. Rights,
obligations, and working relationship between the Board of members and the
company’s owner shall comply with the company’s charter Decree relevant
regulations of law.

3. The
Chairperson of the Board of members shall be designated by the owner or elected
by the Board of members under the majority rule following the procedures
prescribed in the company’s charter. Unless otherwise prescribed by the
company’s charter, the term of office, rights and obligations of the
Chairperson of the Board of members shall comply with Article 57 and relevant
regulations of this Law.

4. The power and
method to convene meetings the Board of members shall comply with Article 58 of
this Law.

5. A meeting of
the Board of members shall be held when it is attended at least two thirds of
the members. Unless otherwise prescribed by the company’s charter, each member
shall have one vote with the equal value. The Board of members may ratify
decisions by absentee voting.

6. A Resolution
of the Board of members shall be ratified when it is approved by a majority of
the attending members. Decisions on amendments to the company’s charter,
restructuring of the company, transfer of part of or all of the company’s
charter capital must be approved by at least three fourths of the attending
members.

The Resolution of
the Board of members is effective from the day on which it is ratified or on
the date written thereon, unless otherwise prescribed by the company’s charter.

7. Every meeting
of the Board of members must be recorded in writing, audio recordings, or other
electronic media. Contents of minutes of meetings of the Board of members shall
comply with Article 61 of this Law.

Article 80. The company’s President

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. Rights,
obligations, and working relationship between the company’s President and the
company’s owner shall comply with the company’s charter, this Law, and relevant
regulations of law.

3. A decision of
the company’s President’s on performance of rights and obligations of the
company’s owner is effective from the day on which it is ratified by the
company’s owner, unless otherwise prescribed by the company’s charter.

Article 81. Director/General Director

1. The Board of
members or the company’s President shall designate or hire Director/General
Director, the term of office of whom does not exceed 05 years, to administer
the company’s everyday business operation. The Director/General Director is
legally responsible to the Board of members or the company’s President for
fulfillment of his/her rights and obligations. The Chairperson of the Board of
members, other members of the Board of members, or the company’s President may
concurrently hold the position of Director (General Director), unless otherwise
prescribed by law or the company’s charter.

2. The
Director/General Director has the following rights and obligations:

a) Organize the
implementation of decisions of the Board of members or the company’s President;

b) Decide the
issues related to the company’s everyday business operation;

c) Organize the implementation
of the company’s business plans and investment plans;

d) Promulgate the
company’s rules and regulations;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

e) Sign contracts
on behalf of the company, except for those within the competence of the
Chairperson of the Board of members or the company’s President;

g) Propose
organizational structure plan;

h) Submit annual
financial statements to the Board of members or the company’s President;

i) Propose plans
for use of profits or loss settlement;

k) Hire
employees;

l) Perform other
rights and obligations prescribed in the company’s charter, employment contract
between Director/General Director and the Chairperson of the Board of members
or the company’s President.

3. The
Director/General Director must:

a) be legally
competent and not be any of the persons mentioned in Clause 2 Article 18 of
this Law;

b) has
qualifications and actual experience of the company’s administration, unless
otherwise prescribed by the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The company’s
owner shall decide the number of controllers, designate controllers with terms
of office not exceeding 05 years, and establishment of the Control Board.
Controllers are legally responsible to the company’s owner for fulfillment of
their rights and obligations.

2. Controllers
have the following rights and obligations:

a) Inspect the
legitimacy, honesty, and cautiousness of the Board of members, the company’s
President, and the Director/General Director during the performance of the
owner’s rights and business administration;

b) Verify
financial statements, business outcome reports, administration reports, and
other reports before submitting them to the company’s owner or relevant
regulatory bodies; submit verification reports to the company’s owner;

c) Propose
solutions, organizational structure, and business administration to the
company’s owner;

d) Examine every
document of the company at the company’s headquarter, branch, or representative
office. Member of the Board of members, the company’s President,
Director/General Director, and other managers are obliged to provide sufficient
and timely information about the performance of the owner’s rights and business
operation at the request of Controllers;

dd) Attend and
discuss at meetings of the Board of members and other meetings of the company;

e) Perform other
rights and obligations prescribed in the company’s charter or at the request,
under decisions of the company’s owner.

3. Controllers
must:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) not be related
persons of members of the Board of members, the company’s President,
Director/General Director, and the person competent to directly designate
Controllers;

c) has
qualifications in and experience of accounting, audit, or qualifications in and
actual experience of the company’s business lines, or satisfy other standards
and conditions prescribed in the company’s charter.

4. The company’s
charter shall specify the contents and method of cooperation among Controllers.

Article 83. Responsibilities of members of the Board of
members, the company’s President, Director/General Director, and Controllers

1. Comply with
law, the company’s charter, decisions of the company’s owner with regard to the
given rights and obligations.

2. Perform rights
and obligations in an honest, discreet manner to ensure the best interests of
the company and the company’s owner.

3. Act in the
best interest of the company and the company’s owner; do not use information,
secrets, business opportunities of the company, or abuse the power, or use the
company’s assets for self-seeking purposes or serving the interests of another
entity.

4. Provide
timely, sufficient, and accurate information for the company about the
enterprises that they or their related persons own or have the controlling
stake or shares. This Notice shall be put up at the company’s headquarter and
branch(es).

5. Other rights
and obligations prescribed by this Law and the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Managers and
Controllers shall receive wages, salaries, and other benefits according to the
business outcome of the company.

2. The company’s
owner shall decide the wages, salaries, and other benefits of members of the
Board of members, the company’s President, and Controllers. The wages,
salaries, and other benefits of managers and Controllers shall be included in
operating expense as prescribed by regulations of law on taxation, relevant
regulations of law, and recorded as a separate item in the annual financial
statement.

3. Wages,
salaries, and other benefits of Controllers may be directly paid by the
company’s owner as prescribed by the company’s charter.

Article 85. Organizational structure of single-member
limited liability company under the ownership of an individual

1. A
single-member limited liability company under the ownership of an individual
shall has a the company’s President and a Director/General Director.

2. The company’s
President may hire a Director/General Director or concurrently hold such
position.

3. Rights and
obligations of the Director/General Director shall be specified in the
company’s charter and employment contract between the Director/General Director
and the company’s President.

Article 86. Contracts, transactions between the company and
related persons

1. Unless
otherwise prescribed by the company’s charter, the contracts and transactions
between a single-member limited liability company under the ownership of an
organization and the following persons must be considered and decided by the
Board of members or the company’s President, the Director/General Director, and
Controllers:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Members of the
Board of members, the Director/General Director, and Controllers;

c) Related
persons of the persons mentioned in Point b of this Clause;

d) Managers of
the company’s owner, persons to designate such managers;

dd) Relevant
persons of the persons mentioned in Point d of this Clause.

The person who
concludes the contract must send a notification to the Board of members or the
company’s President, the Director/General Director, and Controllers of the
entities related to such contract/transaction The notification shall be
enclosed with the draft contract or main contents of the transaction.

2. Unless
otherwise prescribed by the company’s charter, the Board of members, the
company’s President, and Controllers shall decide whether to accept the
contract/transaction within 10 days from the day on which the notification is
received under the majority rule. Each of the said people has a vote. Persons
with related interest must not vote.

3. A
contract/transaction mentioned in Clause 1 of this Article shall only be
accepted when all of the conditions below are satisfied:

a) Parties to the
contract/transaction are independent legal entities with separate interests,
rights, obligations, and assets;

b) Prices in the
contract/transaction are market prices at the time the contract is concluded or
the transaction is made;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

4. The
contract/transaction made against the regulations in Clauses 1, 2, and 3 of
this Article and causes damage to the company shall be annulled and dealt with
as prescribed by law. The person who concludes the contract and related persons
of the parties concerned shall be jointly responsible for the damage inflicted
and shall pay compensation for such damage, and return to the company the
profits derived from such contract/transaction.

5. Every contract
and transaction between a single-member limited liability company under the
ownership of an individual with the company’s owner or related person of the
company’s owner must be recorded in writing. Such records shall be kept
separately as company’s documents.

Article 87. Adjustment to charter capital

1. A
single-member limited liability company shall adjusts its charter capital in
the following cases:

a) Part of stakes
in the company’s charter capital is returned, provided that the company has
continued its business operation for more than 02 years from the business
registration date, and that all debts and liabilities can be paid after the
return;

b) Charter
capital is not provided by the owner fully and punctually as prescribed in
Article 74 of this Law.

2. Charter
capital of a single-member limited liability company shall be increased when
the company’s owner makes additional investment or raise additional capital
from other persons. The owner shall decide the method and level of increase to
charter capital.

3. If charter
capital is increased by raising capital from other persons, the company must be
converted into one of the following types of business entity:

a) a multi-member
limited liability company; the company must register changes to business registration
contents within 10 days from the completion of charter capital adjustment; or

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

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Chapter IV

STATE-OWNED
COMPANIES

Article 88. Regulations applied to state-owned companies

1. State-owned
company shall be organized and administered in accordance with this Chapter,
corresponding regulations in Section 2 Chapter III, and other relevant
regulations of this Law. In case of any discrepancy between Chapter IV and
Chapter III and other regulations of this Law, this Law shall prevail.

2. Regulations of
Section 1 of Chapter III and Chapter V of this Law shall apply to
administration of wholly state-owned companies.

Article 89. Organizational structure

The agency that
represents the state ownership (hereinafter referred to as representative
agency) shall decide whether to operate the state-owned company in the form of
a limited liability company using one of the two models prescribed in Clause 1
Article 78 of this Law.

Article 90. The Board of members

1. The Board of
members, on behalf of the company, shall exercise the company’s rights and
obligations in accordance with this Law and relevant regulations of law.

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. The term of
office of the Chairperson and other members shall not exceed 05 years. Members
of the Board of members may be re-designated with a term limit of 02 terms.

Article 91. Rights and obligations of the Board of members

1. The Board of
members, on behalf of the company, shall perform the rights and obligations of
the owner, shareholders, members to the companies under the ownership of the
company or the shares/stakes of which are held by the company.

2. The Board of
members has the following rights and obligations:

a) Decide the
contents prescribed in the Law on management and use of state capital for
investment in enterprises;

b) Decide the
establishment, restructuring, dissolution of branches, representative office,
and financially dependent units;

c) Decide annual
business plans, market development policies, marketing, and technology of the
company;

d) Organize
internal audits and decide establishment of the internal audit unit.

dd) Perform other
rights and obligations prescribed by this Law, relevant regulations of law, and
the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

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A member of the
Board of members must:

1. has
qualifications and actual experience of the business administration or of the
enterprise’s business lines.

2. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, sibling,
brother-in-law, sister-in-law of the head or deputy head of the representative
agency, another member of the Board of members, the Director/Deputy Director or
General Director/Deputy General Director, the Chief accountant, or a Controller
of the company.

3. Not be an
official of a regulatory body, political organizations, socio-political
organizations, or not be a manager of a subsidiary.

4. Not ever be
discharged from the position of the Chairperson of the Board of members, member
of the Board of members, the company’s President, Director/General Director,
Deputy Director/Deputy General Director of a state-owned company.

5. satisfy other
standards and conditions prescribed by the company’s charter.

Article 93. Discharge and dismissal of members of the Board
of members

1. The
Chairperson and a member of the Board of members shall be discharged from
his/her position if such person:

a) fails to
satisfy the standards and requirements in Article 92 of this Law;

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(028) 3930 3279

DĐ:

0906 22 99 66

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c) receives a
decision on resignation or retirement;

d) is not capable
of the given tasks or legally incompetent;

dd) is not
healthy enough or does not have sufficient prestige to hold the position of
member of the Board of members.

2. The
Chairperson and a member of the Board of members shall be dismissed in the
following cases:

a) The company
fails to achieve annual targets; fails to maintain and develop capital at the
request of the representative agency without justifiable explanation or the
explanation that is accepted by the representative agency.

b) The person is
prosecuted and is declared guilty by the Court;

c) The person is
not honest during the performance of his/her rights and duties; abuses of power
or position; uses the company’s property for self-seeking purpose or serve the
interests of another entity; provide false information about the company’s
business outcomes.

3. Within 60 days
from the day on which the decision on dismissal or discharge is issued, the
representative agency shall consider appointing another person.

Article 94. Chairperson of the Board of members

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. The
Chairperson of the Board of members has the following rights and obligations:

a) Build up
quarterly and annual operation plans of the Board of members;

b) Prepare
agenda, documents serving the meeting, or absentee voting of the Board of
members;

c) Convene and
chair meetings of the Board of members or carry out the absentee voting;

d) Organize the
implementation of Resolutions of the representative agency and the Board of
members;

dd) Organize
supervision, directly supervise and assess achievements of strategic targets,
the company’s performance, the Director’s or General Director’s performance;

e) Provide,
disclose information about the company in accordance with law; take
responsibility for the sufficiency, accuracy, truthfulness, and systematicness
of the information disclosed;

g) Perform other
rights and obligations prescribed by this Law, relevant regulations of law, and
the company’s charter.

3. Apart from the
cases mentioned in Article 93 of this Law, the Chairperson of the Board of
members might be dismissed or discharged from duty if failing to perform the
duties mentioned in Clause 2 of this Article.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Attend
meetings of the Board of members, discuss, make proposals, and vote on the
issues within the competence of the Board of members.

2. Inspect,
consider, examine, copy logbooks, monitor transactions, accounting books,
annual financial statement, minutes of meetings of the Board of members, and
other documents of the company.

3. Perform other rights
and obligations prescribed by this Law, relevant regulations of law, and the
company’s charter.

Article 96. Responsibilities of the Chairperson and other
members

1. Comply with
law, the company’s charter, and decisions of the company’s owner.

2. Perform the
given rights and obligations in an honest, careful manner to serve the best
legitimate interests of the company and the State.

3. Act in the
best interest of the company and the State; do not use the company’s business
opportunities, information, secrets; do not abuse power or position; not use
the company’s property for self-seeking purpose or serve the interests of
another entity;

4. Provide the
company with timely, sufficient, and accurate information about the enterprises
they and their related person own or have shares or stakes; Such information
shall be posted at the company’s headquarter and branches.

5. Comply with
Resolutions of the Board of members.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

7. Any member of
the Board of members that discovers another member’s violations against his/her
obligations shall send a written report to the representative agency, request a
termination of the violations and remedial measures.

Article 97. Working conditions, requirements and methods
for convening meetings of the Board of members

1. The Board of
members shall work as a group; at least a meeting shall be held in a quarter to
consider deciding the issues within its competence. With regard to the issues
that do not need discussing, the Board of members may carry out absentee voting
according to the company’s charter.

The Board of
members may convene extraordinary meetings to resolve urgent issues at the
request of the organization that represents the company’s owner or at the
request of the Chairperson of the Board of members or when it is requested by
more than 50% of members of the Board of members, by the Director/General
Director.

2. The
Chairperson of the Board of members or a member authorized by the Chairperson
of the Board of members shall prepare the agenda, documents, convene and chair
meetings of the Board of members. Members of the Board of members are entitled
to propose meeting contents in writing. Contents and documents of the meeting
shall be sent to members of the Board of members and invited participants (if any)
at least 03 days before the meeting date. Documents related to proposed
amendments to the company’s charter, the company’s development orientation,
restructuring or dissolution of the company must be sent to the members at
least 05 days before the meeting date.

3. The
invitations may be made in writing, by phone, fax, or another electronic
medium, and sent directly to each member of the Board of members and invited
participants. The invitation must specify the time, location, and contents of
the meeting. Online meetings may be held where necessary.

4. A meeting of
members of the Board of members is considered valid when it is attended by at
least 2/3 of members of the Board of members. A Resolution of the Board of
members is ratified when it is voted for by more than half of the participating
members; in the event of equal votes, the Chairperson of the Board of members
or a person authorized to chair the meeting by the Chairperson of the Board of
members shall have the casting vote. Members of the Board of members may
reserve their opinions and submit a proposal to the representative agency.

5.
In case of absentee voting of members of the Board of members, the Resolution of the
Board of members shall be ratified when it is approved by a majority of the members.

A Resolution may
be approved by using multiple copies of the same copy if each copy bears at
least a signature of a member of the Board of members.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

7. Contents of
the issues discussed, opinions, voting result, decisions ratified by the Board
of members, and conclusions of meetings of the Board of members shall be
recorded in writing. The Chair and secretary of the meeting are jointly
responsible for the accuracy and truthfulness of the meeting minutes. The
minutes of the meeting must be completed and ratified before the end of the
meeting. The meeting minutes must have the following content:

a) Time,
location, purposes, agenda of the meeting; list of attending members; issues to
be discussed and voted; summary of opinions of each member about each issue;

b) The numbers of
affirmative votes and negative votes and abstentions (if applied)

c) The decisions
ratified, full names and signatures of attending members.

8. Members of the
Board of members are entitled to request the Director/General Director or
Deputy Director/Deputy General Director, Chief accountant, and the managers of
the company and subsidiaries of which 100% charter capital is held by the
company, representatives of the company’s stakes in other enterprises to
provide info, documents about their financial status and performance in
accordance with the regulations on information provision promulgated by the
Board of members or in accordance with the Resolution of the Board of members.
The persons requested to provide information shall provide timely, sufficient,
accurate information and documents at the request of members of the Board of
members, unless otherwise decided by the Board of members.

9. The Board of
members shall use the executive apparatus, assisting units (if any), and the
company’s seal to perform their duties.

10. Operating
cost of the Board of members, salaries, benefits, and other remunerations shall
be included in the company’s administrative expense.

11. Where
necessary, the Board of members shall seek opinions from Vietnamese and foreign
consultants before deciding an importing issue within the competence of the
Board of members. The consultancy cost shall be specified in financial
management regulations of the company.

12. The
Resolution of the Board of members shall be effective from the day on which it
is ratified or from its effective date written therein, except for the cases in
which it must be accepted by the representative agency.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The company’s
President shall be designated by the representative agency as prescribed by
law. The term of office of the company’s President shall not exceed 05 years
with a term limit of two terms. Standards, conditions of the company’s
President, and cases in which the company’s President is dismissed, discharged
from duty shall comply with Article 92 and Article 93 of this Law.

2. The company’s
President shall exercise rights and obligations of the owner’s representative
in accordance with the Law on management and use of state capital for
investment in enterprises; other rights and obligations prescribed in Article
91 and Article 96 of this Law.

3. Salary,
bonuses, and other benefits of the company’s President shall be decided by the
representative agency and included in the company’s administrative expense.

4. The company’s
President shall use the executive apparatus, assisting units (if any), and the
company’s seal to perform his/her duties. Where necessary, the company’s
President shall consult with Vietnamese and foreign experts before deciding an
importing issue within the competence of the company’s President. The
consultancy cost shall be specified in financial management regulations of the
company.

5. The decisions
mentioned in Clause 2 of this Article must be made in writing and bear the
signature of the company’s President, even if the company’s President
concurrently holds the position of Director/General Director.

6. A Decision of
the company’s President shall be effective from the day on which it is signed
or from its effective date written therein, except for the cases in which it
must be accepted by the representative agency.

7. Where the
company’s President is not present in Vietnam for more than 30 days, another
person must be authorized in writing to perform some of the rights and
obligations of the company’s President’s; the authorization must be made in
writing and a written notification shall be promptly sent to the representative
agency. Other cases of authorization shall comply with the company’s rules and
regulations.

Article 99. Director/General Director

1. The
Director/General Director shall be designated by the Board of members or the
company’s President, or hired according to a personnel plan approved by the
representative agency. A company shall have one or some Deputy General
Director/Deputy General Director. The quantity of Deputy Director/Deputy
General Director, the power to designate Deputy General Director/Deputy General
Director shall be specified in the company’s charter. Rights and obligations of
the Deputy Director/Deputy General Director shall be specified in the company’s
charter or employment contract.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) Organize the
implementation of the company’s business plans and investment plans and assess
the results thereof;

b) Organize the
implementation of Resolutions of the Board of members, the company’s President,
and the representative agency; assess the result thereof;

c) Decide the
company’s everyday tasks;

d) Promulgate the
company’s rules and regulations, which have been approved by the Board of
members or the company’s President;

dd) Sign
contracts, agreements on behalf of the company, except for those within the
competence of the Chairperson of the Board of members or the company’s
President;

e) Designate,
hire, dismiss, discharge from duty, terminate employment contracts with the
company’s managers, except for those under the management of the Board of
members or the company’s President;

g) Hire
employees;

h) Make and
submit quarterly, annual reports on achievement of business targets, annual
financial statement to the Board of members or the company’s President;

i) Propose
restructuring plan where necessary;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

l) Perform other
rights and obligations prescribed by law and the company’s charter.

Article 100. Standards and conditions of Director/General
Director

The
Director/Deputy Director must:

1. Has
qualifications and actual experience of the business administration or of the
company’s business lines.

2. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister of the manager of head or deputy head of the representative agency.

3. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister of the manager of any member of the Board of members.

4. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister of the Deputy Director/Deputy General Director or Chief accountant of
the company.

5. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister, brother-in-law, sister-in-law of the company’s Controller.

6. Not
concurrently hold the position of official in a regulatory agency, political
organization, or socio-political organization.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

8. Not
concurrently hold the position of Director/General Director of another
enterprise.

9. Satisfy other
standards and conditions prescribed by the company’s charter.

Article 101. Dismissal, discharge from duty of
Director/General Director and other managers

1. The
Director/General Director shall be dismissed when he/she:

a) fails to
satisfy the standards and requirements in Article 100 of this Law;

b) tenders a
resignation.

2. The Director/General
Director shall be discharged from duty in the following cases:

a) The enterprise
fails to preserve the capital as prescribed by law;

b) The enterprise
fails to achieve annual business targets;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) The enterprise
commits violations of law or its business operation is against the law;

dd) Any of the
manager’s duties is violated according to Article 96 of this law;

e) Other cases
prescribed by the company’s charter.

3.
The cases in which the Deputy Director/Deputy General Director, Chief
accountant, and other managers are dismissed and discharged from duty shall be
specified by the company’s charter.

Article 102. Control Board

1. Depending on
the scale of the company, the representative agency shall appoint 01 Controller
or establish a the Control Board that consist of 03 – 05 Controllers. A
controller of a company has a term of office of up to 05 years with a term
limit of 02 terms.

2. The Control
Board has the following rights and obligations:

a) Supervise the
implementation of development plans, business plans, achievement of strategic
targets and planned targets of the company;

b) Supervise,
assess the performance of rights and obligations of members of the Board of
members, the Board of members, Director/General Director of the company;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Supervise the
legitimacy, systematicness, and truthfulness of accounting works, accounting
books, financial statements, appendices and relevant documents;

dd) Supervise
transactions between the company and related parties;

e) Supervise
implementation of major projects of investment, major or unusual purchases,
sales, and other transactions of the company;

g) Make and send
report on assessment, proposals mentioned in Points a, b, c, d, dd, and e of
this Clause to the representative agency and the Board of members;

h) Perform other
rights and obligations at the request of the representative agency or according
to the company’s charter.

3. Salaries,
bonuses of Controllers shall be decided and paid by the representative agency.

4. Government
shall elaborate this Article.

Article 103. Conditions and standards of Controllers

A Controller
must:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Not be a
company’s employee.

3. Not be a
spouse, birth parent, adoptive parent, birth child, adopted child, brother,
sister, brother-in-law, sister-in-law of the following entities.

a) The head and
deputy head of the representative agency;

b) Members of the
Board of members of the company;

c) Deputy
Director/Deputy General Director and Chief accountant of the company;

d) Other
Controllers of the company.

4. Not
concurrently hold the position of Director/General Director of another
enterprise.

5. Not concurrently
hold the position of Controller, member of the Board of members, member of the
Board of Directors of a enterprise other than state-owned enterprises.

6. Satisfy other
standards and conditions prescribed by the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Attend
meetings of the Board of members, consultancies, official and unofficial
discussions between the representative agency and the Board of members; enquire
the Board of members, members of the Board of members, and Director/General
Director about the plans, projects, development investment programs, and other
decisions related to the company’s administration.

2. Examine
accounting books, reports, contracts, transactions, and other documents of the
company; inspect the administration of the Board of members, members of the
Board of members, Director/General Director where necessary or at the request
of the representative agency.

3. Examine,
assess the business performance and financial status of the company, the effect
of internal administration regulations of the company.

4. Request
members of the Board of members, the Director/General Director or Deputy
Director/Deputy General Director, Chief accountant, and other managers to
report and provide information within the scope of management and investment,
business operation of the company.

5. Request the
company’s managers to report the financial status, business performance of
subsidiaries where necessary for fulfillments of duties as prescribed by law
and the company’s charter.

6. Report members
of the Board of Members, Director/General Director, or other managers who act
against their rights and obligations or are likely to do so; report violations
against the law, regulations on economic management, the company’s charter,
internal administration regulations to the representative agency, other members
of the Control Board, and relevant individuals.

7. Request the
representative agency to establish a unit specialized in consulting audit and
assisting the Control Board in performance of their given rights and
obligations.

8. Exercise other
rights prescribed by the company’s charter.

Article 105. Working mode of the Control Board and
Controllers

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Chief of the
Control Board shall formulate monthly, quarterly, and annual working plan of
the Control Board; assign tasks to each member.

3. Controllers
shall independently and proactively perform the given tasks; propose off-plan
tasks where necessary.

4. The Control
Board shall hold at least one meeting a month to review and ratify reports on
controlling result of the month, then submit them to the representative agency;
discuss and ratify the next working plans of the Control Board.

5. A decision of
the Control Board shall be ratified when it is approved by a majority of the
attending member. Every opinion in contravention of the ratified decision must
be accurately recorded and report to the representative agency.

Article 106. Responsibilities of Controllers

1. Comply with
law, the company’s charter, decisions of the representative agency, and professional
while performing the rights and obligations prescribed in this Law and the
company’s charter.

2. Perform the
given rights and obligations in an honest, careful manner to serve the best
legitimate interests of the State and related parties.

3. Act in the
best interest of the company and the State; do not use the company’s business
opportunities, information, secrets; do not abuse power or position; do not use
the company’s property for self-seeking purpose or serve the interests of
another entity;

4. Fulfill other
obligations prescribed in this Law and the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

6. All incomes
and benefits derived from the violations against obligations prescribed in
Clause 1, 2, 3, or 4 of this Article shall be returned to the company.

7.
Any member of the Control Board that discovers another member’s violations
against his/her obligations shall send a written report to the representative
agency, request a termination of the violations and remedial measures.

Article 107. Dismissal and discharge from duty of
Controllers

1. A controller
shall be dismissed when he/she:

a) no longer
meets the standards and requirements in Article 103 of this Law;

b) tenders a
resignation and the resignation is accepted by the representative agency;

c) is requested
by the representative agency or another competent authorities to undertake
other tasks;

d)
Other cases prescribed by the company’s charter.

2. A controller
shall be discharged from duty when he/she:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) fails to
perform his/her rights and obligations for 03 consecutive months, except for
force majeure events;

c) commits
serious violations or repeat violations against Controllers’ duties prescribed
in this Law and the company’s charter;

d) Other cases
prescribed by the company’s charter.

Article 108. Periodic information provision

1. The company
must periodically provide the following information on its website and on the
website of the representative agency:

a) Basic
information about the company and the company’s charter;

b) Overall
targets, specific targets of the annual business plan;

c) Report and
summary of the annual financial statement which has been audited by a
independent audit organization within 150 days from the end of the fiscal year;

d) Report and
summary of the mid-year financial statement which has been audited by a
independent audit organization; this information must be provided before July
31 every year;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

dd) Report on
implementation of the annual business plans and those of the latest 03 years
before the reported year;

e) Reports on
fulfillment of public duties given according to plan or bidding (if any) and
other social duties;

g) Report on the
company’s administration and organizational structure.

2. The report on
the company’s administration shall contain the information below:

a) Information
about the representative agency, the head and deputy head of the representative
agency;

b) Information
about the company’s manager, including his/her qualifications, professional
experience, managerial positions they held, method of designation, current
positions, their salaries, bonuses, method of payment of salaries and other
benefits; their related persons and related interests to the company; the
manager’s annual self-assessment;

c) Relevant
decisions of the representative agency; decisions, Resolutions of the Board of
members or the company’s President;

d) Information
about the Control Board, Controllers, and their activities;

dd) Information about
Employee Congresses, average quantity of employees every year and on the
reporting date; annual average salary and other benefits of an employee;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

g) Information
about related parties of the company, transactions between the company and
related parties;

h) Other
information prescribed by the company’s charter.

3. Information
reported and disclosed must be sufficient, accurate, and timely as prescribed
by law.

4. The legal
representative or an authorized person shall disclose information. The legal
representative is responsible for the sufficiency, accuracy, truthfulness, and
systematicness of the information disclosed.

5. Government
shall elaborate this Article.

Article 109. Extraordinary information disclosure

1. Extraordinary
information must be disclosed on the company’s website, publications, and
posted at the company’s headquarter and business locations within 36 hours from
the occurrence of any of the events below:

a) The company’s
bank account is frozen or unfrozen;

b) Part of or all
of the business operation is suspended; the Certificate of Business
registration, license for establishment, license for establishment and
operation, or any license related to the company’s business is revoked;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Replacement of
managers, including members of the Board of members, the company’s President,
Director/General Director or Deputy Director/Deputy General Director, Chief
Controller, Controllers, Chief accountant, Head of Finance and Accounting
Department;

dd) There is a decision
on disciplinary action, prosecution, a court’s sentence of decision against one
of the enterprise’s manager;

e) The inspecting
body or tax authority concludes that the enterprise commits violations of law;

g) There is a
decision to change the independent audit organization or the financial audit is
refused;

h) There is a
decision on establishment, dissolution, amalgamation, merger, conversion of
subsidiaries; decision on investment, capital decrease, or withdrawal capital
in other companies.

2. Government
shall elaborate this Article.

Chapter V

JOINT-STOCK
COMPANIES

Article 110. JOINT-STOCK COMPANIES

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) Charter
capital is split into multiple units of equal value called shares;

b) Shareholders
may be organizations and individuals; the minimum quantity of shareholders is
03; the maximum quantity is not restricted.

c) Shareholders
are only liable for the enterprise’s debts and other liabilities up to the
value of capital contributed to the enterprise;

d) Shareholders
are entitled to transfer their shares to other persons, except for the cases in
Clause 3 Article 119 and Clause 1 Article 126 of this Law.

2. A joint-stock
company has its legal status from the issuance date of the Certificate of
Business registration.

3. Joint-stock
companies are entitled to issue various types of shares to raise capital.

Article 111. Capital of joint-stock companies

1. Charter
capital of a joint-stock company is to total face value of sold shares. Charter
capital of a joint-stock company on the business registration date is total
face value of registered shares of various types. Charter capital is specified
in the company’s charter.

2. Sold shares
are the amount of authorized shares that have been paid-off by shareholders to
the company. On the enterprise registration date, sold shares are the total
amount of registered shares.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

4. Unsold shares
are authorized shares that have not been paid-off. On the enterprise
registration date, unsold shares are the total amount of shares that are not
registered by shareholders.

5. The company
may changes its charter capital in the following cases:

a) According to a
decision of the General Meeting of Shareholders, the company returns part of
the stakes to shareholders in proportion to their holding, provided that the
company has continued its business operation for more than 02 years from the
business registration date, and that all debts and liabilities can be paid
after the return;

b) The company
repurchases issued shares as prescribed in Article 129 and Article 130 of this
Law;

c) Charter
capital is not contributed fully and punctually by members as prescribed in
Article 112 of this Law.

Article 112. Payment for shares registered upon business
registration

1. Shareholders
shall fully pay for the registered shares within 90 days from the issuance date
of the Certificate of Business registration, unless a shorter time limit is
prescribed by the company’s charter or the share registration contract. The
Board of Directors shall supervise and urge shareholders to pay for the
registered shares fully and punctually.

2. Within the
period from the issuance date of the Certificate of Business registration to
the deadline for fully paying for registered shares prescribed in Clause 1 of
this Article, the number of votes shall be the number of ordinary registered
shares, unless otherwise prescribed by the company’s charter.

3. If a
shareholder fails to pay or fails to pay completely for the ordered shares, the
following regulations shall apply:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) The
shareholder that pays for part of the registered shares shall have the right to
vote, receive dividends, and other rights corresponding to the paid shares;
must not transfer the call option of the unpaid shares to another person;

c) The unpaid
shares shall be considered unsold shares, which may be offered by the Board of
Directors;

d) The company
shall register an adjustment to charter capital to the total face value of
shares paid fully and change of founding shareholders within 30 days from the
deadline for paying for registered shares mentioned in Clause 1 of this
Article.

4. The
shareholder that fails to pay or fails to pay completely for the registered
shares shall have responsibility for financial obligations of the company which
are incurred during the period mentioned in Clause 1 of this Article.
Nevertheless, the responsibility shall be proportional to the total face value
of such registered shares. Members of the Board of Directors, the legal
representative shall take joint responsibility for damage caused by the failure
to adhere to Clause 1 and Point d Clause 3 of this Article.

Article 113. Types of shares

1. A joint-stock
company must have ordinary shares. Holders of ordinary shares are ordinary
shareholders.

2. Apart from ordinary
shares, a joint-stock company may have preferred shares. Holders of preferred
shares are called preferred shareholders. Preferred shares include:

a) Voting
preference shares;

b) Shares with
preferred dividends;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Other
preferred shares defined by the company’s charter.

3. Only
organizations authorized by the government and founding shareholders may hold
voting preference shares. The voting preference of founding shareholders is
only effective for 03 years from the issuance date of the Certificate of
Business registration. After this period, voting preference shares of founding
shareholders shall be converted into ordinary shares.

4. The persons
entitled to buy shares with preferred dividends, redeemable preferred shares,
and other preferred shares shall be prescribed by the company’s charter or the
General Meeting of Shareholders.

5. Each share of
the same types provides its holder with equal rights, obligations, and
interests.

6. Ordinary
shares cannot be converted into preferred shares. Preferred shares may be
converted into ordinary shares under the Resolution of the General Meeting of
Shareholders.

Article 114. Rights of ordinary shareholders

1. Every ordinary
shareholder is entitled to:

a) Attend and
give opinions at the General Meetings of Shareholders; exercise the right to
vote directly or via an authorized representative or in another form permitted
by law or the company’s charter. Each ordinary share has a vote;

b) Receive
dividends at a rate decided by the General Meeting of Shareholders;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Transfer
his/her shares to other persons, except for the cases in Clause 3 Article 119
and Clause 1 Article 126 of this Law;

dd) Examine and
collect information from the List of shareholders having voting right; request
adjustments to incorrect information;

e) Examine, copy
the company’s charter, minutes of General Meeting of Shareholders, and
Resolutions of the General Meeting of Shareholders;

g) Receive a
proportion of remaining asset which is proportional to his/her holdings when
the company is dissolved or bankrupt.

2. Any
shareholder or group of shareholders that holds at least 10% of ordinary shares
for at least 06 consecutive months (or a smaller amount prescribed by the
company’s charter) shall have the right to:

a) Nominate
candidates for the Board of Directors and the Control Board;

b) Examine, copy
minutes of meetings and Resolutions of the Board of Directors, mid-year and
annual financial statement using the forms of Vietnam’s Accounting System, and
reports of the Control Board;

c) Request
convention of the General Meeting of Shareholders in the cases mentioned in
Clause 3 of this Article;

d) Request the
Control Board to inspect each issue related to the company’s administration
where necessary. The request shall be made in writing, bear the full name,
address, Nationality, ID/passport number if the shareholder is an individual;
name, permanent residence, nationality, establishment decision number or
business registration number if the shareholder is an organization; the holding
and time of shares registration of each shareholder; total shares of the group
of shareholders and the proportion of shares to the company’s total shares; the
issues that need inspecting, and inspection purposes;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

3. The
shareholder or group of shareholders mentioned in Clause 2 of this Article is
entitled to request the convention of the General Meeting of Shareholders in
the following cases:

a) The Board of
Directors commits serious violations against the rights of share holders,
obligations of managers, or make decisions ultra vires;

b) The term of
office of the current the Board of Directors has exceeded 06 months and a new
the Board of Directors is not elected;

c) Other cases
prescribed by the company’s charter.

The request for
convention of the General Meeting of Shareholders shall be made in writing,
bear the full name, address, Nationality, ID/passport number if the shareholder
is an individual, name, enterprise identification number or establishment
decision number, and headquarter address if the shareholder is an organization;
the holding and time of shares registration of each shareholder; total shares
of the whole group of shareholders and the proportion of shares to the
company’s total shares; the basis and reason for requesting the convention of
the General Meeting of Shareholders. The request must be enclosed with
documents and evidence of violations committed by the Board of Directors,
seriousness of the violations, or the decisions made ultra vires.

4. Unless
otherwise prescribed by the company’s charter, nomination of candidates for the
Board of Directors and the Control Board as prescribed in Point a Clause 2 of
this Article shall be carried out as follows:

a) Ordinary
shareholders shall form a group to nominate candidates to the Board of
Directors and the Control Board shall notify the meetings of groups of
attending shareholders before the opening of the General Meeting of
Shareholders;

b) According to
the number of Members of the Board of Directors and the Control Board, the
shareholder or group of shareholders mentioned in Clause 2 of this Article
shall nominate one or some candidates for the Board of Directors and the
Control Board under a decision of the General Meeting of Shareholders. In case
the number of candidates nominated is smaller than the maximum number of
candidates they may nominate according to a decision of the General Meeting of
Shareholders, other candidates shall be nominated by the Board of Directors,
the Control Board, and other shareholders.

5. Exercise other
rights prescribed in this Law and the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Pay for the
ordered shares fully and punctually.

Do not withdraw
capital contributed by ordinary shares in any shape or form, unless such shares
are repurchased by the company or other persons. In
case a shareholder withdraws part of or all of the share capital contributed
against this Clause, such shareholder and people with related interests in the
company are jointly responsible for the debts and other liabilities of the company up to the value of withdrawn shares and
the damage caused.

2. Comply with
the company’s charter, rules and regulations.

3. Comply with
Resolutions of the General Meeting of Shareholders and the Board of Directors.

4. Fulfill other
obligations prescribed in this Law and the company’s charter.

Article 116. Voting preference shares and rights of holders
thereof

1. Voting
preference shares are the shares with more votes than ordinary shares; the
number of votes of a voting preference share shall be prescribed by the
company’s charter.

2. Holders of
voting preference shares has the rights to:

a) Vote on the
issues within the competence of the General Meeting of Shareholders with the
number of votes prescribed in Clause 1 of this Article;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

3. Holders of
voting preference shares must not transfer such shares to other persons.

Article 117. Shares with preferred dividends and rights of
holders thereof

1. Shares with
preferred dividends are shares that pay higher dividends than dividends of
ordinary shares, or that pay a fixed amount of annual dividends. Annual distributed
dividends include fixed dividend and bonus dividends; fixed dividend does not
depend on the company’s business outcome. The level of fixed dividend and
method for determination of bonus dividends shall be written on the
certificates of shares with preferred dividends.

2. Holders of
shares with preferred dividends has the rights to:

a) Receive
dividends as prescribed in Clause 1 of this Article;

b) Receive a
proportion of remaining assets corresponding to their holding upon the
company’s dissolution or bankruptcy after the company has paid all debts and
redeemable preferred shares;

c) Exercise other
rights of ordinary shareholders, except for the case in Clause 3 of this
Article.

3. Holders of
shares with preferred dividends do not have the voting right, attend the
General Meeting of Shareholders, nominate candidates for the Board of Directors
and the Control Board.

Article 118. Redeemable preferred shares and rights of
holders thereof

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Holders of
redeemable preferred shares have the same rights as ordinary shareholders,
except for the case in Clause 3 of this Article.

3. Holders of
redeemable preferred shares do not have the voting right, attend the General
Meeting of Shareholders, nominate candidates for the Board of Directors and the
Control Board.

Article 119. Ordinary shares of founding shareholders

1. A new
joint-stock company must have at least 03 founding shareholders; a joint-stock
company converted from a state-owned company or limited liability company, or
derived from a division, split, amalgamation, merger of another joint-stock
company is not required to have founding shareholders.

If there are no
founding shareholders, the company’s charter enclosed with the application for
enterprise registration must bear the signature of the legal representative or
ordinary shareholders of such company.

2. Founding
shareholders must register at least 20% of total authorized ordinary shares on
upon business registration.

3. Within 03
years from the issuance date of the Certificate of Business registration,
founding shareholders may transfer their shares to other founding shareholders;
they may transfer their ordinary shares to people other than founding
shareholders if approved by the General Meeting of Shareholders. In this case,
the transferring shareholders do not have the right to vote on the transfer of
such shares.

4. Restrictions
to ordinary shares of founding shareholders shall be lifted after 03 years from
the issuance date of the Certificate of Business registration. These
restrictions shall not apply to the shares that founding shareholders obtain
after business registration and the shares transferred by founding shareholders
to people other than founding shareholders of the company.

Article 120. Share certificates

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) Name, ID
number, headquarter address of the enterprise;

b) Amount and
type of shares;

c) Face value of
each share and total face value of shares written on the share certificate;

d) Full name,
address, Nationality, ID/passport number if the shareholder is an individual;
name, enterprise identification number or establishment decision number, and
headquarter address if the shareholder is an organization;

dd) Summary of
procedures for Share transfer;

e) Signature of
the legal representative and the company’s seal (if any);

g) Registration
number in the shareholder register and share issuance date;

h) Preferred share
certificates shall contain other information prescribed in Articles 116, 117
and 118 of this Law.

2.
If there is a mistake in the contents and format of the share certificates
issued by the company, the rights and interests of their holders shall not be affected. The legal representative of the company shall take
responsibility for the damage caused by such mistakes.

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(028) 3930 3279

DĐ:

0906 22 99 66

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The request must
contain the following information:

a) The share
certificate that is lost, damaged, or otherwise destroyed. In case the share
certificate is lost, the shareholder must make a commitment that a thorough
search for it has been carried out and it will be returned to the company for
destruction purpose if it is ever found.

b) Assumption of
responsibility for disputes over issuance of the new share certificate.

With regard to
any share the total face value of which is over VND 10 million, before
receiving the request for issuance of a new share certificate, company’s legal
representative may request the holder to post a notification of the share
certificate that is lost, damaged, or otherwise destroyed, then request the
company to issue a new share certificate after 15 days from the day on which
the notification is posted.

Article 121. Shareholder register

1. Every
joint-stock company shall make and keep the shareholder register from the
issuance date of the Certificate of Business registration. The shareholder
register may be paper documents, electronic data, or both.

2. The
shareholder register must contain the following information:

a) Name,
headquarter address of the company;

b) Total number
of authorized shares, types of authorized shares, and number of each type of
authorized shares;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Full name,
permanent residence, Nationality, ID/passport number if the shareholder is an
individual; name, enterprise identification number or establishment decision
number, and the headquarter address if the shareholder is an organization;

dd) Amount of
each type of shares held by each shareholder; date of shares registration.

3. Shareholder
register shall be kept at the company’s headquarter or Vietnam Securities
Depository; shareholders are entitled to inspect, examine, or copy contents of
the shareholder register during working hours of the company or Vietnam
Securities Depository.

4. Any
shareholder that changes his/her permanent residence must promptly notify the
company to update the shareholder register. The company is not responsible if
the shareholder cannot be contacted because of failure to notify the change of
his/her address.

Article 122. Share offering

1. Share offering
means the company’s increase of the amount of authorized shares and selling
such shares during the company’s operation to increase charter capital.

2. Share offering
may be carried out in the following forms:

a) Offering of
shares to existing shareholders;

b) Public
offering of shares;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

3. Regulations of
law on securities shall apply to public offering of shares, offering of shares
of listed companies and public companies.

4. The company
shall register change to charter capital within 10 days from completion of the
share offering.

Article 123. Private placement of shares

The private
placement shares of a joint-stock company other than a public joint-stock
company shall be carried out as follows:

1. Within 05 days
from the date of issuance of the decision on private placement, the company
shall send a notification of the private placement to the business registration
authority. The notification shall be enclosed with the following documents:

a) The Resolution
of the General Meeting of Shareholders on private placement;

b) The private
placement plan ratified by the General Meeting of Shareholders (if any);

2. The
notification of private placement shall contain the following information:

a) Name, ID number,
headquarter address of the enterprise;

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(028) 3930 3279

DĐ:

0906 22 99 66

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c)
Time and method of offering;

d) Full name and
signature of the company’s legal representative;

3. The company
may offer shares if no objection is made by the business registration authority
after 05 working days from the day on which the notification is sent.

4. The company
shall register change to charter capital to the business registration authority
within 10 days from completion of the share offering.

Article 124. Offering of shares to existing shareholders

1. Offering of
shares to existing shareholders means the company’s increase of the amount of
authorized shares and selling all of such shares to all shareholders according
to their shares of the company.

2. The offering
of shares to existing shareholders of a joint-stock company other than a public
joint-stock company shall be carried out as follows:

a) The company
shall send written notifications to shareholders’ permanent residences or
mailing addresses by registered mails according to the shareholder register at
least 15 days before the deadline for registering to buy shares;

b) The
notification shall contain the full name, address, Nationality, ID/passport
number if the shareholder is an individual, name, enterprise identification
number or establishment decision number, headquarter address if the shareholder
is an organization; the shares and holding in the company; total amount of
shares to be offered, amount of shares may be purchased by shareholders; offer
prices; deadline for registration; full name and signature of the company’s
legal representative. The notification of be enclosed with the registration
form issued by the company. If the registration form is not sent to the company
by the notified deadline, the shareholder shall no longer have the preemptive
right to buy shares;

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. In case the
amount of offered shares are not completely registered by shareholders and
recipients the preemptive right to buy shares, the Board of Directors is
entitled to sell the remaining authorized shares to shareholders of the company
or other people in a reasonable manner and conditions that are not more
convenient than the conditions offered to shareholders, unless otherwise
accepted by the General Meeting of Shareholders or shares are sold via a Stock
Exchange.

4. Shares are
considered sold when they are fully paid and information about the buyer
mentioned in Clause 2 Article 121 of this Law are fully written in the
shareholder register; from then on, the share buyer shall be come a shareholder
of the company.

5. After shares
are fully paid, the company shall issue and give share certificates to the
buyer. The company may sell shares without giving share certificates. In this case, information about the shareholder
mentioned in Clause 2 Article 121 of this Law shall be Recipients written in
the shareholder register to certify the shareholder’s ownership of shares of
the company.

Article 125. Selling shares

The Board of
Directors shall decide the time, method of sale, and selling prices of shares.
Selling prices of shares must not fall below the market price on the offering
date or the latest book value of shares, except for the following cases:

1. Shares are
initially offered to those other than founding shareholders;

2. Shares are
offered to all shareholders according to their holding in the company;

3. Shares are
offered to a broker or a guarantor. In such cases, the discount rate or
discounting ratio must be approved by the General Meeting of Shareholders,
unless otherwise prescribed by the company’s charter;

4. Other cases
and corresponding discount rates prescribed by the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Shares may be
freely transfers, except in the cases mentioned in Clause 3 Article 119 of this
Law and the cases in which shares is restricted from transfer prescribed by the
company’s charter. Where the company’s charter
contains regulations on restriction on share transfer, these regulations are
only effective when they are written on the corresponding shares.

2. The transfer
shall be made into a common contract or via a transaction on the securities
market. Where the transfer is made into a contract, transfer documents must
bear the signatures of the transferor and the transferee (or their
representatives). Where transfer is made via a transaction on the securities
market, the procedures and recording of ownership shall comply with regulations
of law on securities.

3. If a
shareholder being an individual dies, his/her inheritor according to the will
or according to law shall become a shareholder of the company.

4. If the dead
shareholder does not have an inheritor, or the inheritor renounces the
inheritance, or the inheritor has the right to inherit deprived, such shares be
settled in accordance with regulations of law on civil affairs.

5. Every
shareholder is entitled to give part of or all of their shares in the company
to other people or use their shares to pay debts. In such cases, the recipients
of shares shall become shareholders of the company.

6. Where a
shareholder transfers a number of shares, the hold shares shall be annulled,
and the company shall issue new shares to record the amount of shares
transferred and the remaining amount of shares.

7. Recipients of
shares in the cases mentioned in this Article shall only become the company’s
shareholders from the day on which their information mentioned in Clause 2
Article 121 of this Law are fully recorded in the shareholder register.

Article 127. Bond issuance

1. A joint-stock
company is entitled to issue bonds, convertible bonds, and other bonds as
prescribed by law and the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. Clause 2 of
this Article does not apply to issuance of bonds to creditors being selected
financial institutions.

4. Unless
otherwise prescribed by the company’s charter, the Board of Directors is
entitled to decide the type of bonds, total value of bonds, and issuance time,
provided a report is submitted to the nearest General Meeting of Shareholders.
The report shall be enclosed with documents and explanations for the resolution
on bond issuance made by the Board of Directors.

5. In case bonds
issued by a joint-stock company are converted into shares, procedures for
shares offering prescribed in this Law and relevant regulations of law shall be
followed. The company shall register a change to charter capital within 10 days
from the day on which the conversion process is completed.

Article 128. Purchases of shares and bonds

Shares, bonds of
a joint-stock companies may be purchased with Vietnam Dong, convertible foreign
currencies, gold, land use right value, value of intellectual property rights,
technologies, technical secrets, and other assets prescribed by the company’s
charter. The payment shall be made in a lump sum.

Article 129. Repurchase of shares at the request of
shareholders

1. Any
shareholder who votes against the Resolution on the company’s restructuring or
changes to the shareholders’ rights and obligations prescribed in the company’s
charter shall be entitled to request the company to repurchase his/her shares.
The request shall be made in writing, specifying the shareholder’s name,
address, amount of each type of shares, wanted prices, and reasons for
requesting the repurchase. The request shall be sent to the company within 10
days from the day on which the General Meeting of Shareholders ratifies the
Resolution on the issues mentioned in this Clause.

2. The company
shall repurchase shares at the request of shareholders as prescribed in Clause
1 of this Article at market prices or prices determined in accordance with the
company’s charter within 90 days from the day on which the request is received.
If an agreement on the price is not reached,
both parties may request a professional valuation organization to carry out the
valuation. The company shall recommend at least 03 professional
valuation organizations for shareholders to choose. The decision given by such
organization shall be final.

Article 130. Repurchase of shares under the company’s
decision

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The Board of
Directors may decide repurchase of up to 10% of total shares of each type that
are offered within 12 months. In other cases, the repurchase of shares shall be
decided by the General Meeting of Shareholders;

2. The Board of
Directors shall decide repurchase prices. Repurchase price of ordinary shares
must not exceed the market price at the time of repurchase, except for the case
mentioned in Clause 3 of this Article. With regard to other types of shares,
unless otherwise prescribed by the company’s charter or agreed between the
company and relevant shareholders, the repurchase prices must not fall below
the market price;

3. The company
may repurchase the shares held by each shareholder in proportion to his/her
holding in the company. In this case, a notification of the decision to
repurchase shares must be sent by registered mail to all shareholders within 30
days from the day on which such decision is ratified. The notification must
contain the name, headquarter address of the company, total amount of shares
and types of shares repurchased, repurchase prices or rules for determination
of repurchase prices; procedures and deadline for payment; procedures and
deadline for shareholders to offer their shares to the company.

Any shareholder
that agrees to resell his/her shares shall send the offering by registered mail
to the company within 30 days from the notification date. The offering shall
contain the full name, permanent residence, Nationality, ID/passport number if
the shareholder is an individual, name, enterprise identification number or
establishment decision number, headquarter address if the shareholder is an
organization; the shares being held and the shares being offered; method of
payment, signature of the shareholder or the shareholder’s legal
representative. The company shall only repurchase shares offered by the said
deadline.

Article 131. Conditions for payment and settlement of
repurchased shares

1. The company
may pay for the repurchased shares to the shareholders as prescribed in Article
129 and Article 130 of this Law of right after fully paying for the repurchased
shares, the company is still able to pay its debts and other liabilities.

2. Shares
repurchased under Article 129 and Article 130 of this Law are considered unsold
shares as defined in Clause 4 Article 111 of this Law. The company shall follow
procedures for making a decrease to charter capital, which is equal to the
total face value of shares repurchased by the company within 10 from the
completion of payment for repurchased shares, unless otherwise prescribed by
regulations of law on securities.

3. Share
certificates that certify the ownership of repurchased shares must be destroyed
as soon as the corresponding shares are fully paid. The Chairperson of the
Board of Directors and Director/General Director are jointly responsible for
the damage to the company caused by failure to destroy or delayed destruction
of share certificates.

4. After
repurchased shares are fully paid, if the total asset value written in the
company’s accounting books is reduced by more than 10%, the company shall
notify all of its creditors within 15 days from the day on which repurchased
shares are fully paid.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Dividends on
preferred shares shall be paid under conditions applied to each type of
preferred shares.

2. Dividends on
ordinary shares are determined according to the net profit earned and the
dividend payment extract from the undistributed profit of the company. A
joint-stock company may only pay dividends on ordinary shares when all of the
conditions below are satisfied:

a) The company
has fulfilled tax liability and other financial obligations as prescribed by
law;

b) The company’s
funds have been established and developed; previous losses are fully offset
against as prescribed by law and the company’s charter;

c) Right after
the dividend is fully paid, the company is still able to pay due debts and
other liabilities.

3. Dividends may
be paid in cash, the company’s shares, or other assets prescribed by the
company’s charter. If dividend is paid in cash, the currency shall be VND; it
is permissible to make dividend payment by checks, wire transfer, or payment
order by post to the shareholders’ permanent residences or mailing addresses.

4. Dividend must
be fully paid within 06 months from the end of the Annual General Meeting of
shareholders. The Board of Directors shall make a list of shareholders
receiving dividends, determine the levels of dividend on each share, deadline
and method of payment at least 03 days before the dividend payment. The
notifications of dividend payment shall be sent by registered mail to the
addresses in the shareholder register at least 15 days before dividend payment.
The notification shall contain:

a) Name,
headquarter address of the company;

b) Full names,
permanent residences, nationalities, ID/passport numbers of shareholders being
individuals;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Amount of each
type of shares of shareholder; level of dividend on each type of shares, and
total dividend received by the shareholder;

dd) Time and
method of dividend payment;

e) Full name and
signature of the Chairperson of the Board of Directors and company’s legal
representative.

5. If a
shareholder transfers his/her shares during the period from the completion of
the compilation of the list of shareholders and the time of dividend payment,
the transferor shall receive dividend from the company.

6. In case
dividends are paid with shares, the company is not required to follow
procedures for share offering prescribed in Articles 122, 123, and 124 of this
Law. The company shall register an increase to charter capital, which equal to
value of shares used as dividend payment, within 10 days from completion of the
dividend payment.

Article 133. Withdrawal of payment for repurchased shares
or dividends

If repurchased
shares are paid against regulations in Clause 1 Article 131 of this Law or
dividends are paid against regulations in Article 132 of this Law, the
shareholders shall return the company the money or assets received; in case a
shareholder is not able to return them, all members of the Board of Directors
shall be jointly responsible for the debts and liabilities up to the value of
money or assets that are not returned by shareholders.

Article 134. Organizational structure of a joint-stock
company

1. Every
joint-stock company is entitled to decide whether to organize and operate
according to one of the two models below, unless otherwise prescribed by
regulations of law on securities:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b)The General
Meeting of Shareholders, the Board of Directors, and the Director/General
Director. In this case, at least 20% of members of the Board of Directors must
be independent members and there must be an internal Control Board affiliated
to the Board of Directors. Independent members shall play the roles supervisors
and control the company’s administration.

2. If there is
only one legal representative, the Chairperson of the Board of Directors or the
Director/General Director shall be the legal representative; unless otherwise
prescribed by the company’s charter, the Chairperson of the Board of Directors
shall be the legal representative of the company. If there are more than one
legal representatives, the Chairperson of the Board of Directors and the
Director/General Director shall naturally be the legal representatives of the
company.

Article 135. General Meeting of Shareholders

1. The General
Meeting of Shareholders consists of all shareholders having voting right and is
the supreme regulatory body of a joint-stock company.

2. The General
Meeting of Shareholders has the following rights and obligations:

a) Ratify the
company’s development orientation;

b) Decide the
types of shares and amount of each type of authorized shares; decide annual
dividend payment of each type of shares;

c) Elect,
dismiss, discharge from duty members of the Board of Directors and Controllers;

d) Decide
investment or sale of assets of which the values are equal to or higher than
35% of the total asset value written in the latest financial statement of the company,
unless a smaller rate is prescribed by the company’s charter;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

e) Ratify annual
financial statements;

g) Decide
repurchase of more than 10% of total sold shares of each type;

h) Consider
taking actions against violations committed by the Board of Directors and the
Control Board that cause damage to the company and its shareholders;

i) Decide the
company’s restructuring and dissolution;

k) Perform other
rights and obligations prescribed by this Law and the company’s charter.

Article 136. Power to convene General Meetings of
Shareholders

1. An annual
general meeting shall be held one per year. Apart from annual general meetings,
extraordinary general meetings may be held . The General Meeting of Shareholders
must be held within Vietnam’s territory. If the General Meeting of Shareholders
is held at multiple locations at the same time, the location of the General
Meeting of Shareholders shall be the place where the chair is present.

2. An annual
general meeting shall be held within 04 months from the end of the fiscal year.
At the request of the Board of Directors, the business registration authority
may extend this deadline. Nevertheless, the time limit shall not exceed 06 months from the
end of the fiscal year.

The Annual
General Meeting of Shareholders shall discuss and ratify the following issues:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) The annual
financial statement;

c) Report of the
Board of Directors on business administration and performance of the Board of
Directors and each member thereof;

d) Report of the
Control Board on the company’s business outcome, performance of the Board of
Directors, Director/General Director;

dd)
Self-assessment report of the Control Board and each Controller;

e) Level of dividend
on each share of each type;

g) Other issues
within the competence of the General Meeting of Shareholders.

3. 3. The Board
of Directors shall convene a extraordinary General Meeting of Shareholders in
the following cases:

a) The meeting is
deemed necessary for the company’s interests;

b) The number of
remaining members of the Board of Directors, the Control Board is smaller than
the minimum number prescribed by law;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) At the request
of the Control Board;

dd) Other cases
prescribed by law and the company’s charter.

4. Unless
otherwise prescribed by the company’s charter, the Board of Directors shall
convene a the General Meeting of Shareholders within 30 days from the day on
which the number of remaining members of the Board of Directors is as
prescribed in Point b or the request mentioned in Point c and Point d Clause 3
of this Article is received.

If the Board of
Directors fails to convene the General Meeting of Shareholders as prescribed,
the Chairperson of the Board of Directors and members of the Board of Directors
shall take legal responsibility and pay compensation for any damage to the
company.

5.
If the Board of Directors fails to convene the General Meeting of Shareholders
as prescribed in Clause 4 of this Article, the Control Board shall convene the
General Meeting of Shareholders within the next 30 days instead of the Board of
Directors in accordance with this Law.

If
the Control Board fails to convene the General Meeting of Shareholders as
prescribed, the Control Board shall take legal responsibility and pay
compensation for any damage to the company.

6. If the Control
Board fails to convene the General Meeting of Shareholders as prescribed in
Clause 4 of this Article, the shareholder or group of shareholders mentioned in
Clause 2 Article 114 of this Law is entitled to, on behalf of the company,
convene the General Meeting of Shareholders in accordance with this Law.

7. The convener
of the General Meeting of Shareholders shall perform the following tasks:

a) Make a list of
shareholders entitled to attend the meeting;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

c) Prepare the
program and agenda of the meeting;

d) Prepare
documents for the meeting;

dd) Draft
Resolutions of the General Meeting of Shareholders according to the intended
contents of the meeting; compile the list and descriptions of candidates for
the Board of Directors and the Control Board;

e) Determine the
time and location of the meeting;

g) Send
invitations to every shareholders entitled to attend the meeting as prescribed
in this Law;

h) Perform other
tasks serving the meeting.

8. The cost of
convention and organization of the General Meeting of Shareholders prescribed
in Clauses 4, 5, and 6 of this Article shall be reimbursed by the company.

Article 137. List of shareholders entitled to attend General
Meeting of Shareholders

1. The list of
shareholders entitled to attend General Meeting of Shareholders shall be
compiled according to the company’s shareholder register. The list of
shareholders entitled to attend General Meeting of Shareholders shall be made
not sooner than 05 days before invitations to the General Meeting of
Shareholders are sent, unless a longer period is prescribed by the company’s
charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

3. Shareholders
are entitled to inspect, examine, copy the list of shareholders entitled to
attend the General Meeting of Shareholders; request adjustment to incorrect
information or addition of necessary information about themselves to the list.
The company’s manager must promptly provide information about in the
shareholder register, adjust incorrect information at the request of
shareholders; pay compensation for damage caused by failure to provide
information or failure to provide timely, accurate information in the
shareholder register on request. Procedures for requesting provision of
information in the shareholder register shall comply with the company’s
charter.

Article 138. Agenda and contents of General Meeting of
Shareholders

1. The convener
of the General Meeting of Shareholders shall prepare its agenda and contents.

2. The
shareholder or group of shareholders mentioned in Clause 2 Article 114 of this
Law is entitled to propose additional issues to the agenda of the General
Meeting of Shareholders. The proposal must be made in writing and sent to the
company at least 03 working days before the opening date, unless otherwise
prescribed by the company’s charter. The proposal must specify the name(s) of
shareholder(s), amount of each type of shares or equivalent information,
additional issues proposed to the agenda.

3. The convener
is entitled to reject the proposal mentioned in Clause 2 of this Article in one
of the following cases:

a) The proposal
is not sent by the deadline; or the proposal is not adequate or not valid;

b) The proposed
issue is beyond the competence of the General Meeting of Shareholders;

c) Other cases
prescribed by the company’s charter.

4. The convener
of the General Meeting of Shareholders must accept and include the proposal
mentioned in Clause 2 of this Article to the intended agenda and contents of
the meeting, except for the case in Clause 3 of this Article. The proposal
shall be officially included on the agenda and contents of the meeting if it is
approved by the General Meeting of Shareholders.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The convener
of the General Meeting of Shareholders shall send invitations to all
shareholders on the list of shareholders entitled to attend the General Meeting
of Shareholders at least 10 days before the opening date, unless a longer
period is prescribed by the company’s charter. Every invitation must contain
the name, headquarter address, enterprise ID number; name, permanent residence
of the shareholder; time and location of meeting, and other requirements
applied to participants.

2. Invitations
shall be sent by registered mail to mailing addresses of shareholders; the
invitation shall also be posted on the company’s website and a central or local
daily newspaper where necessary according to the company’s charter.

3. The invitation
shall be enclosed with the following documents:

a) The agenda,
documents used during the meeting, and draft resolution on each issue on the
agenda;

b) The ballot;

c) The form to
appoint authorized representative to attend the meeting.

4. If the company
has a website, meeting documents mentioned in Clause 3 of this Article may be
posted on such website instead of being enclosed with the invitation. In this
case, the invitation must specify the site and method of downloading documents,
and the company must send such meeting documents to shareholders at their
request.

Article 140. Exercising the right to attend General Meeting
of Shareholders

1. A shareholder
may directly attend the meeting, authorizes a person in writing to attend the
meeting, or uses one of the method mentioned in Clause 2 of this Article. If a
shareholder being an organization does not have an authorized representative
mentioned in Clause 4 Article 15 of this Law, another person shall be
authorized to attend the General Meeting of Shareholders.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. A shareholder
is considered to have attended and voted at the General Meeting of Shareholders
in the following cases:

a) The
shareholder attends and directly casts votes at the meeting;

b) The
shareholder authorizes another person to attend and cast votes at the meeting;

c) The
shareholder attends and casts votes through online meeting, electronic voting,
or using another electronic medium;

d) The
shareholder sends votes to the meeting by post, fax, or email.

Article 141. Conditions for convening General Meeting of
Shareholders

1. A General
Meeting of Shareholders shall be held when it is attended by a number of
shareholders represent at least 51% of votes; the specific ratio shall be
prescribed by the company’s charter.

2. If the
conditions for holding the first General Meeting prescribed in Clause 1 of this
Article are not satisfied, the second General Meeting shall be held within 30
working days from the intended date of the first General Meeting, unless
otherwise prescribed by the company’s charter. The second General Meeting of
Shareholders shall be held when it is attended by a number of shareholders
represent at least 33% of votes; the specific ratio shall be prescribed by the
company’s charter.

3.
If the conditions for holding the second General Meeting prescribed in Clause 2
of this Article are not satisfied, the third General Meeting shall be held
within 20 working days from the intended date of the second General Meeting,
unless otherwise prescribed by the company’s charter. In this case, the second
General Meeting of Shareholders shall be held regardless of the number of votes
of the attending shareholders.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 142. Meeting and voting process at General Meeting
of Shareholders

Unless otherwise
prescribed by the company’s charter, meeting and voting process at General
Meeting of Shareholders shall be as follows:

1. Registration
of shareholders who attend the General Meeting of Shareholders shall be carried
out before opening the meeting;

2. Election of
the Chair, Secretary, and counting board:

a) The
Chairperson of the Board of Directors shall chair the meetings convened by the
Board of Directors; In case the Chairperson is temporarily absent or not
capable of working, other members of the Board of Directors shall elect one of
them to chair the meeting under the majority rule; If a chair is not elected,
the Chief of the Control Board shall direct the General Meeting of Shareholders
to elect a chair and the person that receives most votes shall chair the
meeting;

b) In other
cases, the person that signs the decision to convene the General Meeting of
Shareholders shall direct the General Meeting of Shareholders to elect a chair
and the person that receives most votes shall chair the meeting;

c) The chair
shall appoint one or some people as the secretary(ies);

d) The General
Meeting of Shareholders shall elect one or some people to the counting board at
the request of the chair;

3. The agenda and
contents of General Meeting of Shareholders must be ratified by the meeting
during the opening session. The agenda must specify the time for each issue on
the agenda;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

5. The General
Meeting of Shareholders shall discuss and vote on each issue on the agenda. The
voting shall be carried out by collecting affirmative votes, then negative
votes, then count the affirmative votes, negative votes, and abstentions. The
vote counting result shall be announced by the chair right before the end of
the meeting, unless otherwise prescribed by the company’s charter;

6. Shareholders
or authorized participants who arrive after the opening of the meeting may
register and has the right to vote after registration; in this case, the effect
of the issues voted on previously shall remain unchanged;

7. The convener
of the General Meeting of Shareholders has the rights to:

a) Request all
participants to undergo inspection or other legitimate, reasonable security
measures;

b) Request
competent authorities to maintain order at the meeting; expel those who act
against the chair’s direction, cause disruption, obstruct the normal progress
of the meeting, or refuse to comply with security check requirements from the
General Meeting of Shareholders;

8. The chair may
delay a General Meeting of Shareholders that has been attended by all
registered participants until a later time or change the meeting location in
the following cases:

a) The current
location does not have convenient seats for all participants;

b) Communication
devices at the current location are not sufficient for attending shareholders
to discuss and vote;

c) There is a
participant that disrupts the order and threatens to obstruct the fair and
legal progress of the meeting.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

9. If the char
delays or suspends the General Meeting of Shareholders against Clause 8 of this
Article, the General Meeting of Shareholders shall elect another person among
the participants to replace the chair until the end of the meeting; all
Resolutions ratified at the meeting shall be effective.

Article 143. Formalities to ratify Resolutions of the
General Meeting of Shareholders

1. The General
Meeting of Shareholders shall ratify decisions within its competence by voting
at the meeting or by absentee voting.

2. Unless
otherwise prescribed by the company’s charter, Resolutions of the General
Meeting of Shareholders about the following issues shall be ratified by voting
at the General Meeting of Shareholders:

a) Amendments to
the company’s charter;

b) The company’s
development orientation;

c) Types of
shares and total amount of each type;

d) Election,
dismissal, discharge from duty of members of the Board of Directors and the
Control Board;

dd) Decision to
make investments or sell assets of which the values are equal to or higher than
35% of the total asset value written in the latest financial statement of the
company, or a smaller rate prescribed by the company’s charter;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

g) Restructuring
or dissolution of the company.

Article 144. Conditions for a Resolution to be ratified

1. A Resolution
on one of the following issues shall be ratified when it is approved by a
number of shareholders that represents at least 65% of votes of attending
shareholders; the specific ratio shall be prescribed by the company’s charter:

a) Types of
shares and total amount of each type;

b) Changes of
business lines;

c) Change of the
company’s organizational structure;

d) Project of
investment or sale assets of which the values are equal to or higher than 35%
of the total asset value written in the latest financial statement of the
company, or a smaller rate prescribed by the company’s charter;

dd) Restructuring
or dissolution of the company;

e) Other cases
defined by the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

3. Unless
otherwise prescribed by the company’s charter, Members of the Board of
Directors and the Control Board shall be elected by cumulative voting.
Accordingly, each shareholder shall have a number of votes that is proportional
to his/her shares multiplied by (x) the number of members of the Board of
Directors or the Control Board. The shareholder may cast part of or all of
his/her votes for one or some candidates. Elected Members of the Board of
Directors or Controllers shall be determined by the number of votes they
receive in descending order, starting from the candidates that receive the most
votes until the number of members are sufficient according to the company’s
charter. If there are 02 or more candidates that receive the same votes for the
last position of the Board of Directors or the Control Board, they shall be
voted again or selected according to the voting criteria or the company’s
charter.

4. In case of
absentee voting, a Resolution shall be ratified if it is approved by a number
of shareholders that represents at least 51% of votes; the specific ratio shall
be prescribed by the company’s charter.

5. Resolutions of
the General Meeting of Shareholders shall be notified to all shareholders who
are entitled to attend the General Meeting of Shareholders within 15 days from
the ratification date. If the company has a website, such Resolutions may be
posted on the website instead of being sent to shareholders.

Article 145. Power and formalities to carry out absentee
voting of shareholders to ratify Resolutions of the General Meeting of
Shareholders

Unless otherwise
prescribed by the company’s charter, the power and formalities to carry out
absentee voting of shareholders by to ratify Resolutions of the General Meeting
of Shareholders shall be as follows:

1. The Board of
Directors is entitled to carry out absentee voting of shareholders to ratify Resolution
of the General Meeting of Shareholders when it is deemed necessary for the
company’s interest;

2. The Board of
Directors shall prepare absentee ballots, Draft Resolutions of the General
Meeting of Shareholders, descriptions thereof, and send them to shareholders
having voting right at least 10 days before the deadline for submitting
absentee ballots, unless a longer period is prescribed by the company’s
charter. The list of shareholders to receive absentee ballots shall be compiled
in accordance with Clause 1 and Clause 2 Article 137 of this Law. Requirements
and methods to send absentee ballots and enclosed documents are specified in
Article 139 of this Law;

3. The absentee
ballot shall contain:

a) Name, ID
number, headquarter address of the enterprise;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Full name,
permanent residence, nationality, ID/passport number if the shareholder is an
individual; name, enterprise identification number or establishment decision
number, and the headquarter address if the shareholder is an organization; or
full name, permanent residence, nationality, ID/passport number of the
authorized representative if the shareholder is an organization; Amount of
shares of each type and number of votes of the shareholder.

d) The issues
that need voting;

dd) Options
including affirmative, negative, and abstentions;

e) Deadline for
submitting the completed absentee ballot to the company;

g) Full name and
signature of the Chairperson of the Board of Directors and company’s legal
representative;

4. Shareholders
may send completed absentee ballots to the company in the following manner:

a) By post. The
completed absentee ballots must bear the signature of the shareholder if the
shareholder is an individual, or signature of the authorized representative or
legal representative if the shareholder is an organization. Every absentee
ballot sent to the company must be put into sealed envelopes. Envelopes must
not be opened before counting;

b) By fax or
email. Absentee ballots sent by fax or email must be kept confidential until
the vote counting time.

Absentee ballots
sent to the company after the deadline written therein, absentee ballots sent
by post in envelopes that are opened, absentee ballots sent by fax or email
that are revealed are all invalid. If a absentee ballot is not submitted, it
will be excluded from voting;

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(028) 3930 3279

DĐ:

0906 22 99 66

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The vote counting
record must contain the following information:

a) Name, ID
number, headquarter address of the enterprise;

b) Purposes and
issues that need voting;

c) The number of
shareholders and total number of votes casted. The numbers of valid and invalid
votes, methods of sending, enclosed with the list of voting shareholders;

d) Total number
of affirmative votes, negative votes, and abstentions on each issue;

dd) The issues
ratified;

e) Full name and
signature of the Chairperson of the Board of Directors, the company’s legal
representative, vote counting supervisors, and vote counters.

Members of the
Board of Directors, vote counters and vote counting supervisors are jointly
responsible for the truthfulness, accuracy of the vote counting record; jointly
responsible for damage caused by the decisions ratified because of untruthful,
incorrect counts of votes;

6. The vote
counting record shall be sent to all shareholders within 15 days from the
completion date of vote counting. If the company has a website, the vote counting
record may be posted on such website instead of being sent to shareholders;

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(028) 3930 3279

DĐ:

0906 22 99 66

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8. Resolutions
ratified by absentee voting are as valuable as those ratified at the General
Meeting of Shareholders.

Article 146. Minutes of General Meeting of Shareholders

1. The General
Meeting of Shareholders must be recorded in writing, audio recordings, or other
electronic means of recordings. The meeting minutes must be made in Vietnamese
language (additional foreign language is permitted) and has the following
information:

a) Name, ID
number, headquarter address of the enterprise;

b) Time and
location of the General Meeting of Shareholders;

c) Agenda and
contents of the meeting;

d) Full names of
the chair and secretary

dd) Summary of
the meeting and opinions given at the General Meeting of Shareholders with
regard to each issue on the agenda;

e) The number of
shareholders and total number of votes of attending shareholders; list of
registered shareholders, representatives of shareholders, corresponding amount
shares and votes;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

h) The issues
ratified and corresponding ratio of affirmative votes;

i) Signatures of
the chair and secretary.

The minutes made
in Vietnamese language and foreign languages shall have equal legal
effectiveness. In case of any discrepancies between the Vietnamese version and
foreign language version, the Vietnamese version shall prevail.

2. The minutes of
the General Meeting of Shareholders must be completed and ratified before the
end of the meeting.

3. The chair and
secretary are jointly responsible for the truthfulness and accuracy of the
minutes.

The minutes of
the General Meeting of Shareholders must be send to every shareholder within 15
days from the ending date of the meeting; the vote counting record may be
posted on the company’s website (if any) instead of being sent to shareholders.

The minutes of
the General Meeting of Shareholders, list of registered shareholders, ratified
Resolutions, and relevant documents enclosed with the invitations must be kept
at the company’s headquarter.

Article 147. Request for annulment of Resolutions of the
General Meeting of Shareholders

Within 90 days
from the day on which the minutes or the vote counting record is received, the
shareholder or group of shareholders mentioned in Clause 2 Article 114 of this
Law may request a court or arbitral tribunal to consider annulling the
Resolution or part of the Resolution of the General Meeting of Shareholders in
the following cases:

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. Contents of
the Resolution contravenes the law or the company’s charter.

Article 148. Effect of Resolutions of the General Meeting
of Shareholders

1. A Resolution
of the General Meeting of Shareholders is effective from the day on which it is
ratified or on the effective date written thereon.

2. Any Resolution
of the General Meeting of Shareholders which is ratified with 100% of voting
shares shall be legitimate and effective even if the procedures for ratifying
such Resolution are not conformable with regulations.

3. In case a
shareholder or group of shareholders request the court or arbitral tribunal to
annual a Resolution of the General Meeting of Shareholders as prescribed in
Article 147 of this Law, such Resolution is still effective until a dissenting
decision is made by the court or arbitral tribunal, except for the case in
which temporary emergency measures are taken under a decision of a competent
authority.

Article 149. Board of Directors

1. The Board of
Directors is a regulatory body of the company, has the power to, on behalf of
the company, make decisions, perform the company’s rights and obligations
beyond the competence of the General Meeting of Shareholders.

2. The Board of
members has the following rights and obligations:

a) Decide the
strategies, midterm development plans, and annual business plans of the
company;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

c) Decide the
sale of new shares within the amount of authorized shares of each type; decide
to raise additional capital in other manners;

d) Decide selling
prices of the company’s shares and bonds;

dd) Decide
repurchases of shares according to Clause 1 Article 130 of this Law;

e) Decide
investment plans and projects of investment within its competence and limits
prescribed by law;

g) Decide
solutions for market development, marketing, and technology;

h) Approve sale,
loan, borrowing contracts, and other contracts of which the values are equal to
or higher than 35% of the total asset value written in the latest financial
statement of the company, unless another rate is prescribed by the company’s
charter. This Point does not apply to the contracts and transactions mentioned
in Point d Clause 2 Article 135, Clause 1 and Clause 3 Article 162 of this Law;

i) Elect,
dismiss, discharge from duty the Chairperson of the Board of Directors;
designate, dismiss, sign contracts, terminate contracts with the
Director/General Director and other key managers prescribed by the company’s
charter; decide salaries and other benefits of such managers; appoint
representative to participate in the Board of members or the General Meeting of
Shareholders of another company; decide the wages and other benefits of such
persons;

k) Supervise,
direct the Director/General Director and other managers to run the company’s
everyday business operation;

l) Decide the
organizational structure, rules and regulations of the company, establishment
of subsidiaries, branches, representative office, capital contributions to or
purchase of shares of other enterprises;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

n) Submit annual
financial statements to the General Meeting of Shareholders;

o) Propose the
level of dividend payment; decide the deadline and procedures for dividend
payment or settlement of losses incurred during the business operation;

p) Propose
restructuring, dissolution, petition for bankruptcy of the company;

q) Perform other
rights and obligations prescribed in this Law and the company’s charter.

3. The Board of
Directors shall ratify decisions by voting at meetings, absentee voting, or
another voting method prescribed by the company’s charter. Each member of Board
of Directors has a vote.

4. While
performing its functions, rights and obligations, the Board of Directors shall
comply with law, the company’s charter, and Resolutions of the General Meeting
of Shareholders. In case a Resolution is ratified by the Board of Directors
against the law or the company’s charter and thus causes damage to the company,
every member that approves the ratification of such Resolution shall be jointly
responsible for such Resolution and pay compensation for the company. Members
who object such Resolution shall not take responsibility. In this case, any
shareholder that hold the company’s shares for at least 01 year shall be
entitled to request the Board of Directors to suspend the implementation of
such Resolution.

Article 150. Term of office and number of Members of the
Board of Directors

1. The Board of
Directors consists of 03 to 11 members. The company’s charter shall specify the
number of Members of the Board of Directors.

2. Each Member of
the Board of Directors and independent member of the Board of Directors has a
term of office of up to 05 years without term limit. The number of terms,
specific term period, number of Members of the Board of Directors required to
reside in Vietnam shall be specified in the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

4. If the
joint-stock company is organized according to Point b Clause 1 Article 134 of
this Law, documents and transactions of the company must bear the text “Thành
viên độc lập” (“Independent member”) before the names of corresponding
Members of the Board of Directors.

5. The company’s
charter shall specify the number, rights, obligations, method of operation and
cooperation of independent members of the Board of Directors.

Article 151. Standards and conditions for Members of the
Board of Directors

1. Members of the
Board of Directors must:

a) be legally competent, not be banned from business
administration as prescribed in Clause 2 Article 18 of this Article;

b) has
qualifications and experience of business administration; Members of the Board
of Directors are not necessarily shareholders of the company, unless otherwise
prescribed by the company’s charter.

c) Members of the
Board of Directors may concurrently hold the position of Members of the Board
of Directors of other companies.

d) With regard to
the subsidiaries over 50% of charter capital of which is held by the State,
Members of the Board of Directors must not be spouses, parents, adoptive
parents, children, adopted children, siblings of the Director/General Director
and other managers of the building work; must not be related persons of the
manager and the person competent to designate the manager of the parent
company.

2. Unless otherwise
prescribed by regulations of law on securities, independent members of the
Board of Directors prescribed in Point b Clause 1 Article 134 of this law must:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) Not be a
person receiving salaries, wages from the company, except for the benefits to
which Members of the Board of Directors are entitled;

c) not have a spouse,
birth parent, adoptive parent, birth child, adopted child, or sibling being a
major shareholder of the company, being a manager of the company or the
company’s subsidiary;

d) not directly
or indirectly hold at least 1% of the company’s voting shares;

dd) Not ever hold
the position of Member of the Board of Directors, the Control Board over at
least the previous 05 consecutive years.

3. Independent
members of the Board of Directors must notify the Board of Directors of their
failure to satisfy the conditions prescribed in Clause 2 of this Article. Such
members are obviously no longer independent members of the Board of Directors
from the day on which conditions are not satisfied. The Board of Directors
shall report the cases in which independent members of the Board of Directors
no longer satisfy conditions at the nearest General Meeting of Shareholders or
convene a General Meeting of Shareholders to elect new independent members
within 06 months from the day on which the independent member’s notification is
received.

Article 152. Chairperson of the Board of Directors

1. The Board of
Directors shall elect a member of the Board of Directors as the Chairperson.
The Chairperson of the Board of Directors may concurrently hold the position of
Director/General Director, except for the cases in Clause 2 of this Article and
unless otherwise prescribed by regulations of law on securities and the
company’s charter.

2. The
Chairperson of the Board of Directors of any joint-stock company over 50% of
voting shares are held by the State may not concurrently hold the position of
Director/General Director.

3. The
Chairperson of the Board of Directors has the following rights and obligations:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) Prepare the
agenda, contents, and documents of meetings; convene and chair meetings of the
Board of Directors;

c)
Organize the ratification of Resolutions of the Board of Directors;

d) Supervise the
implementation of Resolutions of the Board of Directors;

dd) Chair
meetings of the General Meeting of Shareholders and the Board of Directors;;

e) Perform other
rights and obligations prescribed in this Law and the company’s charter.

4.
If the Chairperson of the Board of Directors is absent or is not able to
fulfill his/her duties, the Chairperson shall authorize another member in
writing to perform rights and obligations of the Chairperson of the Board of
Directors in accordance with the company’s charter. In case no one is
authorized , other members shall elect one of them as a temporary Chairperson
of the Board of Directors under the majority rule.

5. Where
necessary, the Chairperson of the Board of Directors shall hire a secretary to
assist the Board of Directors and the Chairperson of the Board of Directors in
performing their duties in accordance with law and the company’s charter. The
company’s secretary has the following rights and obligations:

a)
Assist the convention of the General Meeting of Shareholders and meetings of
the Board of Directors; making meeting minutes;

b) Assist Members
of the Board of Directors in performing their rights and obligations;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Assist the
company in building shareholder relationships and protecting the lawful rights
and interests of shareholders;

dd) Assist the
company in fulfilling its obligation to provide information, disclose
information and administrative procedures;

e) Perform other
rights and obligations prescribed by the company’s charter.

6. The
Chairperson of the Board of Directors may be dismissed under a decision of the
Board of Directors.

Article 153. Meetings of the Board of Directors

1. The
Chairperson of the Board of Directors shall be elected during the first meeting
of the new Board of Directors within 07 working days from the end of the
voting. This meeting shall be convened and chaired by the member that receives
the most votes. If there is more than one member
who has the highest votes, they shall be voted for by members under the
majority rule to convene the Board of Directors.

2. The Board of
Directors may hold periodic and extraordinary meetings. The Board of Directors
shall hold meetings at the company’s headquarter or other locations.

3. Meetings of
the Board of Directors shall be held by the Chairperson of the Board of
Directors when it is deemed necessary. At least one meeting shall be held in a
quarter.

4. The
Chairperson of the Board of Directors shall convene a meeting of the Board of
Directors in the following cases:

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

b) The meeting is
requested by the Director/General Director or at least 05 other managers;

c) The meeting is
requested by at least 02 executive members of the Board of Directors;

d) Other cases
prescribed by the company’s charter.

The request must
be made in writing, specifying the purposes, issues that need discussing, and
decisions within the competence of the Board of Directors.

5. The
Chairperson of the Board of Directors shall convene a meeting of the Board of
Directors within 07 working days from the day on which the request mentioned in
Clause 4 of this Article is received. If the Chairperson fails to convene the
meeting on request, the Chairperson shall take responsibility for any damage to
the company; the person who makes the request may convene a meeting of the
Board of Directors instead of the Board of Directors.

6. The
Chairperson of the Board of Directors or the convener of the Board of Directors
meeting shall send invitations at least 03 working days before the meeting
date, unless otherwise prescribed by the company’s charter. The invitation must
specify the time, location, agenda, issues, and decisions of the meeting. The
invitation must be enclosed with documents used at the meeting and members’
ballots.

The invitation
shall be sent by post, fax, email, or other means, as long as they reach the
mailing address of every the Board of Directors, which is registered with the
company.

7. The
Chairperson of the Board of Directors or the convener shall send invitations
and enclosed documents to Controllers as if they are members of the Board of
Directors.

Controllers are
entitled to attend meetings of the Board of Directors, participate in
discussion, and must not cast votes.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

9. A member of
the Board of Directors is considered to have attended and cast votes at a
meeting if such member:

a) Attends and
cast votes directly at the meeting; or

b) Authorizes
another person to attend the meeting as prescribed in Clause 10 of this
Article; or

c) Attends and
casts votes via an online meeting or a similar manner; or

d) Sends votes to
the meeting by post, fax, or email.

Votes sent to the
meeting by post must be contained in sealed envelopes and given to the
Chairperson of the Board of Directors at least one hour before the opening
time. Votes shall be open before every participants.

Unless otherwise
prescribed by the company’s charter, a Resolution of the Board of Directors
shall be ratified if it is approved by a majority of attending members; in the
event of equal votes, the Chairperson of the Board of Directors shall have the
casting vote.

10. Members must
attend all meetings of the Board of Directors. A member may authorize another
person to attend the meeting if approved by a majority of Members of the Board
of Directors.

Article 154. Minutes of meetings of the Board of Directors

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) The
enterprise’s name, enterprise identification number, address of the
headquarter;

b) Purposes,
agenda, and contents of the meeting;

c) Time and
location of the meeting;

d) Full name of
each attending member or their authorized person, method of participation; full
name of every member that does not attend and explanations;

dd) Issues
discussed and voted on at the meeting;

e) Summary of
opinions of each attending member in chronological order;

g) Voting result,
specifying the members that casts affirmative votes, negative votes, and
abstentions;

h) The issues
that have been ratified;

i) Full names,
signatures of the chair and the minutes maker.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Minutes of the
Board of Directors meetings and documents used during the meetings shall be
kept at the company’s headquarter.

3. The minutes
made in Vietnamese language and those in foreign languages shall have equal
value. In case of any discrepancy between the
Vietnamese version and foreign language version, the former shall prevail.

Article 155. Right to obtain information of Members of the
Board of Directors

1. Members of the
Board of Directors are entitled to request the Director/General Director or
Deputy Director/Deputy General Director, and managers of units in the company
to provide information about the financial status and performance of the
company and units in the company.

2. The requested
must provide timely, sufficient, accurate information and documents at the
request of Members of the Board of Directors. Procedures for requesting and
providing information shall be prescribed by the company’s charter.

Article 156. Dismissal, discharge from duty and addition of
Members of the Board of Directors

1. A member of
the Board of Directors shall be dismissed if he or she:

a) fails to
satisfy the standards and conditions prescribed in Article 151 of this Law;

b) fails to
participate in activities of the Board of Directors for 06 consecutive months,
except for force majeure events;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) Other cases
prescribed by the company’s charter.

2. Members of the
Board of Directors may be discharged from duty under Resolutions of the General
Meeting of Shareholders.

3. The Board of
Directors shall convene the General Meeting of Shareholders to elect additional
members of the Board of Directors in the following cases:

a) The number of
Members of the Board of Directors is reduced by more than one third of the
number prescribed by the company’s charter. In this case, the Board of
Directors shall convene a General Meeting of Shareholders within 60 days from
the day on which the number of Members of the Board of Directors is reduced by
more than one third;

b) the number of
independent members of the Board of Directors falls below the ratio prescribed
in Clause 1 Article 134 of this Law.

In other cases,
the nearest General Meeting of Shareholders shall elect new members to replace
those who have been dismissed or discharged from duty.

Article 157. Director/General Director

1. The Board of
Directors shall appoint one of them as or hire a Director/General Director.

2. The
Director/General Director shall run the company’s everyday business, be
supervised by the Board of Directors, take responsibility to the Board of
Directors for performance of given rights and obligations.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Standards and
conditions for the Director/General Director are the same as those prescribed
in Article 65 of this Law.

3. The
Director/General Director has the following rights and obligations:

a) Decide
important issues related to the company’s everyday business without decision of
the Board of Directors;

b) Organize the
implementation of Resolutions of the Board of Directors;

c) Organize the
implementation of business plans and investment plans of the company;

d) Propose organizational
structure, internal rules and regulations of the company;

dd) Designate,
dismiss, discharge from duty the company’s managers, except for the positions
within the competence of the Board of Directors;

e) Decide the salaries
and other benefits of the company’s employees, including the managers
designated by the Director/General Director;

g) Hire
employees;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

i) Perform other
rights and obligations prescribed by law, the company’s charter, and
Resolutions of the Board of Directors.

4. The
Director/General Director shall run the company’s everyday business in
accordance with law, the company’s charter, employment contract with the
company, and Resolutions of the Board of Directors. If committing violations which cause damage to the company, the
Director/General Director shall take legal responsibility and pay compensation
for the company.

Article 158. Salaries, remunerations, and other benefits of
members of the Board of Directors, Director/General Director

1. The company is
entitled to pay remunerations to Members of the Board of Directors, salaries to
the Director/General Director and other managers according to the business
outcome.

2.
Unless otherwise prescribed by the company’s charter, remunerations, salaries
and other benefits of the Members of the Board of Directors, Director/General
Director shall be paid as follows:

b) Members of the
Board of Directors shall receive remunerations and bonuses. Remunerations are
calculated according to the number of working days necessary for fulfilling the
duties of Members of the Board of Directors and daily remuneration. The Board
of Directors shall reach an agreement on estimated remuneration of each member.
The total remuneration of the Board of Directors shall be decided by the
General Meeting of Shareholders at the annual general meeting;

b) Members of the
Board of Directors are entitled to have the cost of accommodation, meals,
traveling, and other reasonable costs incurred during the performance of given
duties reimbursed;

c) The
Director/General Director shall receive salaries and bonuses. The
Director/General Director’s salaries and bonuses shall be decided by the Board
of Directors.

3. Remunerations
of Members of the Board of Directors and salaries of the Director/General
Director and other managers shall be included in the company’s operating cost
in accordance with regulations of law on corporate income tax, be recorded as a
separate item in the company’s financial statement, and be reported at the
annual general meeting.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Unless tighter
regulations are prescribed by the company’s charter, related persons and
interests of the company shall be published as follows:

1. The company
shall compile and update the list of related persons of the company in
accordance with Clause 17 Article 4 of this Law and their transactions with the
company;

2. Members of the
Board of Directors, Controllers, the Director/General Director, and other managers
of the company shall declare their related interests with the company,
including:

a) Name,
enterprise ID number, address of the headquarter, business lines of every
enterprise of which they have stakes or shares; the proportion and time of
obtainment of such stakes or shares;

b) Name,
enterprise ID number, address of the headquarter, business lines of every
enterprise of which their related persons have a joint ownership or private
ownership of stakes or shares that make up over 10% of charter capital;

3. The
information mentioned in Clause 2 of this Article shall be declared within 07
working days from the day on which related interests arise; any adjustment
shall be notified to the company within 07 working days from the day on which
such adjustment arises;

4. The List of
related persons and related interests mentioned in Clause 1 and Clause 2 of
this Article shall be published, examined, and copied as follows:

a) The company
shall notify the List of related persons and related interests to the General
Meeting of Shareholders at the annual meeting;

b) The List of
related persons and related interests shall be kept at the enterprise’s
headquarter; part or all of the List may be kept at the company’s branches
where necessary;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

d) The company
shall enable the persons mentioned in Point c of this Clause to access,
examine, and copy the List of related persons of the company and other contents
in the most convenient manner; must not obstruct them to exercise such right.
Procedures for examining and copying the List of related persons and related
interests shall be prescribed by the company’s charter.

5. Members of the
Board of Directors, the Director/General Director that shall explain the nature
and contents of the works they carry out single-handedly or on behalf of other
persons to the Board of Directors and the Control Board. Such works may only be
carried out when it is approved by a majority of other members of the Board of
Directors; if the work is carried out without notification or approval by the
Board of Directors, all incomes from such work shall belong to the company.

Article 160. Responsibilities of the company’s managers

1. Members of the
Board of Directors, Director/General Director, and other managers have the
responsibilities to:

a) Perform given
rights and obligations in accordance with this Law, relevant regulations of
law, the company’s charter, and Resolutions of the General Meeting of
Shareholders;

b) Perform given
rights and obligations in a truthful, careful manner to ensure the company’s
legitimate interests;

c) Act in the
best interest of the company and shareholders; do not use information, secrets,
business opportunities of the company; do not misuse the position, power, or
assets of the company for self-seeking purposes or serving the interest of
other entities;

d) Promptly, and
accurately notify the company of the enterprises they and their related persons
own or have the controlling stakes or shares; such notifications shall be
posted at the company’s headquarter and branches.

2. Perform other
rights and obligations prescribed in this Law and the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. The
shareholder or group of shareholders that continuously holds at least 1% of
ordinary shares for 06 months is entitled to, whether single-handedly or on
behalf of the company, file civil lawsuits against a Member of the Board of
Directors or the Director/General Director if he/she:

a) commit
violations against obligations of the company’s manager prescribed in Article
160 of this Law;

b) fails to
perform given rights and obligations; fails to implement or to completely
implement Resolutions of the Board of Directors;

c) Perform given
rights and obligations against the law, the company’s charter, or Resolutions
of the General Meeting of Shareholders;

d) uses
information, secrets, business opportunities of the company for self-seeking
purposes or serving the interest of other entities;

dd) abuses the
position, power, or assets of the company for self-seeking purposes or serving
the interest of other entities;

e) Other cases
prescribed by law and the company’s charter.

2. Procedures for
proceedings are prescribed by corresponding regulations of law on civil
proceedings. The proceeding costs in case the shareholder or group of
shareholders files a lawsuit on behalf of the company shall be included in the
company’s expense, unless such lawsuit is rejected.

Article 162. Contracts and transactions subject to approval
by the General Meeting of Shareholders or the Board of Directors

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) Shareholders
and authorized representative of shareholders that own more than 10% of
ordinary shares of the company and their related persons;

b) Members of the
Board of Directors, the Director/General Director, and their related persons;

c) The
enterprises mentioned in Clause 2 Article 159 of this Law.

2. The Board of
Directors must approve every contract and transaction smaller than 35% of the
enterprise’s total asset value written in the latest financial statement, or a
smaller rate prescribed by the company’s charter. In this case, the person that
signs the contract on behalf of the company shall send a notification to
Members of the Board of Directors and Controllers of the entities related to such
contract or transaction, and enclose with the notification the draft contract
or description of the transaction. The Board of Directors shall decide whether
to approve the contract or transaction within 15 days from the day on which the
notification is received, unless another time limit is prescribed by the
company’s charter; members with related interests do not have voting right.

3. The General
Meeting of Shareholders shall approve contracts and transactions other than
those prescribed in Clause 2 of this Article. In
this case, the person that signs the contract on behalf of the company shall
send a notification to the Board of Directors and Controllers of the entities
related to such contract or transaction, and enclose with the notification the
draft contract or description of the transaction. The Board of Directors
shall submit the drat contract or description of the transaction to the General
Meeting of Shareholders or carry out a absentee voting. In this case, shareholders with relevant interests do not have the
voting right; the contract or transaction shall be accepted when it is vote for
by a number of shareholders that represents 65% of the remaining votes, unless
otherwise prescribed by the company’s charter.

4. A contract or
transaction shall be annulled and dealt with in accordance with law when it is
concluded or carried out without approval as prescribed in Clause 2 and Clause
3 of this Article and thus causes damage to the company; the person that
concludes the contract, related shareholders, Members of the Board of
Directors, the Director/General Director are jointly responsible for paying
compensation and return the incomes derived from such contract or transaction
to the company.

Article 163. Control Board

1. The Control
Board consists of 03 – 05 members, a Controller has a term of office of up to
05 years without term limit.

2. Controllers
shall elect one of them as the Chief of the Control Board under the majority
rule. Rights and obligations of the Chief of the Control Board shall be prescribed
by the company’s charter. More than half of members of the Control Board must
reside in Vietnam. The Chief of the Control Board must be a professional
accountant or auditor and has to work full-time at the company, unless higher
standards prescribed by the company’s charter.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 164. Standards and conditions of Controllers

1. A Controller
must:

a) be legally competent and not be banned from
business administration and enterprise establishment as prescribed by this Law;

b) not be a
spouse, birth parent, adoptive parent, birth child, adopted child, or sibling
of any member of the Board of Directors, Director/General Director, or any
other manager;

c) not hold
managerial positions of the company. The Controller is not necessarily a
shareholder or employee of the company, unless otherwise prescribed by the
company’s charter;

d) satisfy other
standards and conditions of relevant regulations of law and the company’s
charter.

2. Controllers of
listed joint-stock companies and companies of which over 50% of charter capital
is held by the State must be auditors or accountants.

Article 165. Rights and obligations of the Control Board

The Control Board
shall:

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Inspect the
rationality, legitimacy, truthfulness, and prudence in business administration;
the systematicness, consistency, and conformability of accounting works,
statistical works, and the compilation of financial statements.

3. Inspect the
sufficiency, legitimacy, and truthfulness of business outcome reports, annual
and biannual financial statements of the company, management assessment report
of the Board of Directors, and submit the inspection report at the annual
general meeting.

4. Review, check,
assess the effect and effectiveness of the internal control system, internal
audit system, risk management and early warning system of the company.

5. Examine
accounting books, accounting records and other documents of the company;
managerial and administrative works of the company where necessary or under
Resolutions of the General Meeting of Shareholders or at the request of the
shareholder or group of shareholders prescribed in Clause 2 Article 114 of this
Law.

6. Carry out an
inspection at the request of the shareholder or group of shareholders mentioned
in Clause 2 Article 114 of this Law within 07 working days from the day on
which the request is received. Within 15 days from the end of the inspection,
the Control Board shall report the issues that need inspecting to the Board of
Directors and the shareholder or group of shareholders that made the request.

The inspection
mentioned in this Clause must not obstruct the normal operation of the Board of
Directors and must not interrupt the company’s business administration.

7. Propose
changes, improvements to the organizational structure, mechanism for managing,
supervising, and running the company’s operation to the Board of Directors or
the General Meeting of Shareholders.

8. Notify the
Board of Directors in writing if any Members of the Board of Directors, the
Director or General Director violates Article 160 of this Law; request the
violator to stop the violation and take remedial measures.

9. Attend and
discuss at meetings of the Board of Directors, General Meetings of
Shareholders, and other meetings of the company.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

11. Seek opinions
of the Board of Directors before submitting reports, conclusions, and proposals
to the General Meeting of Shareholders.

12. Perform other
rights and obligations prescribed in this Law, the company’s charter, and
Resolutions of the General Meeting of Shareholders.

Article 166. Right to obtain information of the Control
Board

1. Invitations,
absentee ballots, and enclosed documents shall be sent to the Controllers at
the same time and in the same manner as Members of the Board of Directors.

2. Resolutions
and minutes of meetings of the Board of Directors and General Meetings of
Shareholders shall be sent to the Controllers at the same time and in the same
manner as shareholders and Members of the Board of Directors.

3. Reports of the
Director/General Director submitted to the Board of Directors and other
documents issued by the company shall be sent to the Controllers at the same
time and in the same manner as Members of the Board of Directors.

4. Controllers
are entitled to access documents of the company which are kept at the
headquarter, branches, and other locations; entitled to enter working places of
managers and employees of the company during working hours.

5. The Board of
Directors, members of the Board of Directors, the Director/General Director, and
other managers must provide sufficient, accurate, and timely information,
documents about the management of the company at the request of members of the
Control Board or the Control Board.

Article 167. Salaries and other benefits of Controllers

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. Controllers
shall receive salaries and other benefits under decisions of the General
Meeting of Shareholders. The General Meeting of Shareholders shall decide the
total salary and annual budget of the Control Board;

2. Controllers
shall have the reasonable cost of accommodation, meals, traveling, and
independent consultancy services covered. The total salary and cost must not
exceed the annual budget of the Control Board, which is approved by the General
Meeting of Shareholders, unless otherwise decided by the General Meeting of
Shareholders;

3. Salaries and
expense of the Control Board shall be included in the company’s operating cost
in accordance with regulations of law on corporate income tax, relevant
regulations of law, and shall be recorded as a separate item in the company’s
financial statement.

Article 168. Responsibilities of Controllers

1. Comply with law,
the company’s charter, Resolutions of the General Meeting of Shareholders, and
professional ethics while performing their rights and obligations.

2. Perform the
given rights and obligations in a truthful, careful manner to ensure the
company’s legitimate interests;

3. Act in the
best interest of the company and its shareholders; do not use information,
secrets, business opportunities of the company; do not misuse the position,
power, or assets of the company for self-seeking purposes or serving the interest
of other entities;

4. Perform other
rights and obligations prescribed in this Law and the company’s charter.

5. The Controller
that violates regulations in Clauses 1, 2, 3, and 4 of this Article and thus
causes damage to the company or other persons shall take personal
responsibility or pay compensation for such damage. All incomes and other
interests of such Controller shall be returned to the company.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 169. Dismissal and discharge from duty of
Controllers

1. A Controller
shall be dismissed if he or she:

a) no longer
satisfies the standards and conditions prescribed in Article 164 of this Law;

b) fails to
perform his/her rights and obligations for 06 consecutive months, except for
force majeure events;

c) tenders a
resignation which is accepted;

d) Other cases
prescribed by the company’s charter.

2. A Controller
shall be discharge from duty if he or she:

a) fails to
fulfill the given tasks or duties;

b) Commit serious
or repeated violations against obligations of Controllers prescribed by this Law
and the company’s charter;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 170. Submission of annual reports

1. At the end of
the fiscal year, the Board of Directors shall prepare the following reports and
documents:

a) The report on
the company’s business outcome;

b) The financial
statement;

c) The report on
assessment of management of the company.

2. With regard to
joint-stock companies required by law to be audited, their annual financial
statements must be audited before being submitted to the General Meeting of
Shareholders for consideration and ratification.

3. The reports
and documents mentioned in Clause 1 of this Article must be sent to the Control
Board for verification at least 30 days before the opening date of the General
Meeting of Shareholders, unless otherwise prescribed by the company’s charter.

4. The reports
and documents shall be prepared by the Board of Directors; the verification
reports of the Control Board and audit reports shall be kept at the company’s
headquarter and branches at least 10 days before the opening date of the
General Meeting of Shareholders, unless a longer period is prescribed by the
company’s charter.

Any shareholder
that continuously holds the company’s shares for at least 01 year is entitled
to, whether single-handedly or together with qualified lawyers, accountants,
and auditors examine the reports mentioned in this Article at reasonable times.

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. Every
joint-stock company shall send the annual financial statement ratified by the
General Meeting of Shareholders to a competent authority in accordance with
regulations of law on accounting and relevant regulations of law.

2. The
joint-stock company shall post the following information on its website (if
any):

a) The company’s
charter;

b) Résumés,
qualifications, and professional experience of members of the Board of
Directors, Controllers, the Director/General Director of the company.

c) Annual financial
statements ratified by the General Meeting of Shareholders;

d) Reports on
annual business outcome made by the Board of Directors and the Control Board.

3. Any unlisted
joint-stock company shall notify the business registration authority where the
company’s headquarter is stated of the information or changes of information
about the full names, nationalities, passport numbers, permanent residences,
amount of shares and types of shares held by foreign shareholders, names,
enterprise ID numbers, headquarter addresses, amount of shares and type of
shares of shareholders being foreign organizations, full names, nationalities,
passport numbers, permanent residences of authorized representatives of such
organizations.

4. Public
companies shall disclose information in accordance with regulations of law on
securities. Every joint-stock company over 50% charter capital of which is held
by the State shall disclose information in accordance with Article 108 and
Article 109 of this Law.

Chapter VI

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 172. Partnership

1. A partnership
means an enterprise of which:

a) At least 02
partners are co-owner of the company who run business together in a common name
(hereinafter referred to as general partner). Apart from general partners, the
company may have contributing partners;

b) General
partners are individuals who are responsible for the company’s obligations with
all of their property;

c) Contributing
partners are only liable for the company’s debts up to the value of capital
contributed to the company.

2. A partnership
has its own legal status from the issuance date of the Certificate of Business
registration.

3. Partnerships
must not issue any kind of shares.

Article 173. Contributing capital and issuing certificate
of capital contribution

1. General
partners and contributing partners shall fully and punctually contribute
capital as committed.

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. If a contributing
partner fails to fully and punctually contribute capital as committed, the
deficit of capital is considered that partner’s debt to the company; in this
case such contributing partner may be removed from the company under a decision
of the Board of partners.

4. As soon as
capital is fully contributed, the partner shall be issued with the certificate
of capital contribution. The certificate of capital contribution must contain
the following information:

a) The
enterprise’s name, enterprise identification number, address of the
headquarter;

b) The company’s
charter capital;

c) Full name,
permanent residence, nationality, ID/passport number of every partner; types of
partners;

d) Value of stake
and type of assets contributed as capital by partners;

dd) Numbers and
dates of issue of certificates of capital contribution;

e) Rights and
obligations of holders of certificates of capital contribution;

g) Full names,
signatures of holders of certificates of capital contribution and general
partners.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 174. Assets of a partnership

Assets of a
partnership include:

1. Contributed assets
the ownership of which have been transferred to the company by members;

2. Created assets
bearing the company’s name;

3. Assets derived
from business activities carried out by general partners on behalf of the
company and from the business activities single-handedly carried out by general
partners;

4. Other assets
prescribed by law.

Article 175. Restrictions on general partners

1. A general
partner must not own a sole proprietorship or hold the position of general
partner of another partnership, unless otherwise agreed by other general
partners.

2. General
partners must not do the same business lines of the company, whether
single-handedly or on behalf of another person, for self-seeking purposes or
serving the interest of other entities;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

Article 176. Rights and obligations of general partners

1. Every general
partner is entitled to:

a) Attend
meetings, discuss, and vote on the company’s issues; each general partner has a
vote (or a number of vote prescribed by the company’s charter);

b) Do the
business lines of the company in the name of the company; negotiate, conclude
contracts and agreements with the terms and conditions that are considered by
the general partner most beneficial to the company;

c) Use the
company’s seal and assets to do the company’s business lines. Any general
partner who advances his/her own money to do the company’s business is entitled
to request the company to return the money, including both principal and
interest at the market rate;

d) Request the
company to compensate for the damage caused by the business operation if such
damage is not at the partner’s fault;

dd) Request the
company or other general partner to provide information about the company’s
performance; inspect the assets, accounting books, and other documents where
necessary;

e) Receive
distributed profits in proportion to the capital contribution or under
agreement according to the company’s charter;

g) Receive part
of remaining assets in proportion to their stake holding in case the company is
dissolved or bankrupt, unless a specific ration is prescribed by the company’s
charter;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

i) Perform other
rights prescribed in this Law and the company’s charter.

2. General partners
have responsibilities to:

a) Manage and run
the business in a truthful, careful manner to ensure the company’s legitimate
interests;

b) Manage and run
the company’s business in accordance with law, the company’s charter, Resolutions
of the Board of Partners; pay compensation for damage caused by failure to
comply with regulations in this Point;

c) not use the
company’s assets for self-seeking purposes or serving the interest of other
entities;

d) Return the
money, assets received, and pay compensation for damage to the company caused
by receipt of money or assets from the company’s business operation instead of
giving it to the company, whether single-handedly, on behalf of the company, or
on behalf of other persons;

dd) Take joint
responsibility for paying the remaining debts of the company if the company’s
assets are not sufficient to pay all its debts;

e) Bear a loss in
proportion to their stakes in the company or under an agreement according to
the company’s charter in case the company suffers a loss;

g) Submit
truthful and accurate monthly reports on his/her own performance; provide
information about his/her owner performance to other partners at their request;

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DĐ:

0906 22 99 66

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Article 177. The Board of Partners

1. The Board of
partners consists of all partners The Board of partners shall elect a general
partner as the Chairperson of the Board of partner, who concurrently holds the
position of Director/General Director of the company, unless otherwise
prescribed by the company’s charter.

2. General
partners are entitled to request a meeting of the Board of partners to discuss
and decide the company’s business. The requesting partner shall prepare the
meeting agenda and documents.

3. The Board of
partners are entitled to decide every company’s business. Unless otherwise
prescribed by the company’s charter, the following issues must be approved by
at least three fourths (3/4) of general partners:

a) The company’s
development orientation;

b) Amendments to
the company’s charter;

c) Admission of a
new general partner;

d) Approval for a
withdrawal or removal of general partner from the company;

dd) Decision on a
project of investment;

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(028) 3930 3279

DĐ:

0906 22 99 66

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g) Decision to
buy, sell assets with a value of ≥ the company’s charter capital, unless a
higher rate is prescribed by the company’s charter;

h) Decision to
ratify annual financial statement, total profit, distributable profit, and
amount of profit distributed to each;

i) Decision to
dissolve the company.

4. Decide any
issue that is not mentioned in Clause 3 of this Article if the decision is
approved by at least two thirds of general partners; the specific ration shall
be prescribed by the company’s charter.

5. The right to
vote of contributing partners shall comply with this Law and the company’s
charter.

Article 178. Convening meetings of Board of partners

1. The
Chairperson of the Board of partners may convene a meeting of the Board of
partners whenever it is deemed necessary or at the request of general partners.
If the Chairperson of the Board of partners fails to convene a meeting at the
request of a general partner, such partner shall convene the meeting.

2. The invitation
to the meeting may be made in writing, by phone, fax, or another electronic
medium. The invitation must specify the purposes, requirements, contents,
agenda, location of the meeting, and name of the partner that request the
meeting.

Documents serving
discussion of the issues mentioned in Clause 3 Article 177 of this Law must be
sent in advance to all partners by the deadline prescribed by the company’s
charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

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a) The enterprise’s
name, enterprise identification number, address of the headquarter;

b) Purposes,
agenda, and contents of the meeting;

c) Time and
location of the meeting;

d) Full names of
the chair and attending partners;

dd) Opinions of
attending partners;

e) The
Resolutions ratified, number of partners that cast affirmative votes, and basic
contents of such Resolutions;

g) Full names and
signatures of attending partners.

Article 179. Running a partnership’s business

1. General partners
are entitled to act as the company’s legal representatives and run the
company’s everyday business. All restrictions on general partners’ running the
company’s everyday business are only effective to a third party if such person
knows such restrictions.

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(028) 3930 3279

DĐ:

0906 22 99 66

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When some or all
general partners doe certain business works, decisions shall be ratified under
the majority rule.

The company is
not responsible for any work done by a general partner beyond the company’s
scope of business, unless such work is accepted by other partners.

3. The company
may open one or some bank accounts. The Board of partners shall authorize a
partner to deposit and withdraw money from such accounts.

4. The
Chairperson of the Board of partners, the Director/General Director has the
duties:

a) Run the
company’s everyday business as general partners;

b) Convene and
organize meetings of the Board of partners; sign Resolutions of the Board of
partners;

c) Give tasks and
cooperate with other general partners in doing business;

d) Arrange and
keep accounting books, invoices, and other documents of the company in
accordance with law;

dd) Represent the
company in the relationship with regulatory bodies; represent the company as
defendant or plaintiff in lawsuits, commercial disputes, or other disputes;

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 180. Termination of general partner’s status

1. The general partner’s
status shall be terminated if the general partner:

a) Voluntarily
withdraws capital from the company;

b) Dies, is
declared missing, or legally incompetent by
the court;

c) Is removed
from the company;

d) Other cases
prescribed by the company’s charter.

2. A general
partner is entitled to withdraw capital from the company if the withdrawal is
accepted by the Board of partners. In this case, the partner that wishes to
withdraw capital shall submit a notification at least 06 months before the
withdrawal date and may only withdraw capital at the end of the fiscal year and
after the financial statement of such fiscal year is ratified.

3. A general
partner shall be removed from the company if such partner:

a) is not able to
contribute capital or fails to contribute capital as committed after the
company has made the second request;

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(028) 3930 3279

DĐ:

0906 22 99 66

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c) fails to run
the business in a truthful and prudent manner; commit inappropriate acts that
cause serious damage to the interests of the company and other partners;

d) fails to
fulfill duties of a general partner.

4.
When the partner’s status of a general partner who is legally incompetent is
terminated, such partner’s stake shall be returned fairly and reasonably.

5. Within 02
years from the date of status termination prescribed in Point a and Point c
Clause 1 of this Article, that person is still jointly responsible for the
company’s debts incurred before the date of status termination with all of
his/her property.

6. After the
general partner’s status is terminated, if the name of such partner is used as
part of or all of the company’s name, the partner or his/her inheritor or legal
representative is entitled to request the company to stop using such name.

Article 181. Admission of new general partners

1. The company
may admit new general partners or contributing partners; the admission of a new
partner is subject to approval by the Board of partners.

2. General partners
or contributing partners shall fully contribute capital to the company as
promised within 15 days from the approval date, unless another time limit is
decided by the Board of partners.

3. The new
general partner shall take joint responsibility for the companies’ debts and
liabilities with all of his/her property, unless otherwise agreed between such
partner and other partners.

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. Contributing
partners are entitled to:

a) Attend
meetings, discuss and vote at the Board of partners on amendments to the
company’s charter, adjustments to rights and obligations of contributing
partner, restructuring or dissolution of the company, and other contents of the
company’s charter that directly affect their rights and obligations;

b) Receive annual
distributed profits in proportion to the ratio of capital contribution to the
company’s charter capital;

c) Be provided
with the company’s annual financial statements; request the Chairperson of the
Board of partners and general partners to provide sufficient and accurate
information about the company’s performance; examine accounting books, records,
contracts, transactions and other documents of the company;

d) Transfer their
stakes to other persons;

dd) Do the
company’s business lines, whether single-handedly or on behalf of other
persons;

e) Settle their
stakes by bequeathing, giving, mortgaging, pawning or in other manners in
accordance with law and the company’s charter; in case a contributing partner
dies, his/her inheritor shall become the company’s contributing partner;

g) Receive part
of remaining assets according to the proportion of their stakes to the
company’s charter capital in case the company is dissolved or bankrupt;

h) Exercise other
rights prescribed in this Law and the company’s charter.

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(028) 3930 3279

DĐ:

0906 22 99 66

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a) Take liability
for the company’s debts and other liabilities up to the value of promised
capital contribution;

b) Not
participate in business administration, not do business on behalf of the
company;

c) Comply with
the company’s charter, rules and regulations, and decisions of the Board of
partners;

d) Perform other
duties prescribed by this Law and the company’s charter.

Chapter VII

SOLE
PROPRIETORSHIPS

Article 183. Sole proprietorships

1. A sole
proprietorship is a enterprise owned by an individual who is responsible for
its operation with all of his/her property.

2. Sole
proprietorships must not issue any kind of shares.

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(028) 3930 3279

DĐ:

0906 22 99 66

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4. Sole
proprietorships must not contribute capital to establishment, buy shares or stakes
in partnerships, limited liability companies, or joint-stock companies.

Article 184. Owner’s capital

1. Capital of
owner of a sole proprietorship is registered by the owner himself/herself. The
sole proprietorship owner must register the exact amount of capital in VND, a
convertible currency, gold, or other assets; if capital is in the form of other
assets, the type, quantity, and remaining value of each type of assets must be
specified.

2. All capital
and assets, including loan capital and leased assets used for the company’s
business operation, must be recorded in the company’s accounting books and
financial statements as prescribed by law.

3. During the
operation, the owner of the sole proprietorship may increase or increase
his/her capital investment in the company’s business operation. The increase or
decrease in the owner’s capital must be recorded in accounting books. If the
decreased capital falls below the registered capital, the owner may only
decrease capital after registering with the business registration authority.

Article 185. Business management

1. The owner of
the sole proprietorship has the absolute discretion as to the company’s
business operation, the use of post-tax profit, and shall fulfill other financial
obligations as prescribed by law.

2. The owner may
directly or hire another person to manage the business operation. When hiring
another person as the Director, the owner is still responsible for every
business operation of the company.

3. The owner
shall be the plaintiff, defendant, or person with related rights/obligations
before the arbitral tribunal or the court in the disputes over the company.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 186. Company leasing

The owner of the
sole proprietorship is entitled to lease out his/her entire company, provided a
written notification enclosed with a notarized copy of the lease contract is
sent to the business registration authority and tax authority within 03 working
days from the day effective date of the lease contract. In this case, the sole
proprietorship’s owner is still legally responsible as the enterprise’s owner.
The rights and obligations or the owner and the lessee to the company’s
business operation shall be specified in the lease contract.

Article 187. Selling company

1. The sole
proprietorship’s owner is entitled to sell his/her company to another person.

2. After selling
the company, the sole proprietorship’s owner is still responsible for the company’s
debts and other liabilities which are incurred before the handover date, unless
otherwise agreed among the buyer, the seller, and the creditors.

3. The buyer and
seller shall comply with regulations of law on labor.

4. The buyer
shall register a change of the sole proprietorship’s owner in accordance with
this Law.

Chapter VIII

GROUPS
OF COMPANIES

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. Business
corporations and general companies of various economic sectors are groups of
companies that are related to each other through ownership of shares, stakes,
or other kinds of connection. A business corporation or a general company is
not a type of business entity, does not have a legal status, and is not
required to apply for establishment registration as prescribed by this Law.

2. A business
corporation or general company has a parent company, subsidiaries, and other
affiliate companies The parent company, subsidiaries, and each of the associate
companies of a business corporation or general companies have rights and
obligations of independent enterprises as prescribed by law.

Article 189. Parent company and subsidiaries

1. A company is
considered parent company of another company if the former company:

a) Owns more than
50% of charter capital or total ordinary shares of the other company;

b) Is entitle to
directly or indirectly decide the designation of a majority of or all of
Members of the Board of Directors, the Director/General Director of the other
company;

c) Is entitled to
decide amendments to the other company’s charter.

2. Subsidiaries
must not contribute capital to or buy shares of the parent company.
Subsidiaries of the same parent company must not contribute capital or buy
shares of each other for the purpose of cross ownership.

3. Subsidiaries
of the same parent company which has at least 65% state capital must not
contribute capital to establish an enterprise as prescribed in this Law.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 190. Rights and obligations of parent company to
subsidiaries

1. Depending on
the type of business of the subsidiary, the parent company shall perform its
rights and obligations as a member/partner, owner, or shareholder of the
subsidiary in accordance with corresponding regulations of this Law and
relevant regulations of law.

2. The contracts,
transactions, and other relationships between the parent company and the
subsidiary must the established and executed independently and equitably under
conditions applied to independent legal entities.

3. If the parent
company makes intervention beyond the competence of the owner, member/partner,
or shareholder and requires the subsidiary to do business against usual
practice or engage in unprofitable activities without providing acceptable
compensation in the fiscal year and, the parent company shall be responsibility
for any damage to the subsidiary.

4. The manager of
the parent company shall take responsibility for the intervention mentioned in
Clause 3 of this Article and, together with the parent company, take joint
responsibility for the damage.

5. If the parent
company fails to provide compensation for the subsidiary as prescribed in
Clause 3 of this Article, the creditor, member/partner, or shareholder that
holds at least 1% of charter capital of the subsidiary is entitled to, whether
single-handedly or on behalf of the subsidiary, request the parent company to
pay compensation for the subsidiary.

6. If the
business activities of a subsidiary mentioned in Clause 3 of this Article bring
profits for another subsidiary of the same parent company, the subsidiary that
receives such profit shall, together with the parent company, return the profit
to the subsidiary that suffers the loss.

Article 191. Financial statements of parent company and
subsidiaries

1. At the end of
the fiscal years, apart from the reports and documents prescribed by law, the
parent company shall make the following reports:

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0906 22 99 66

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b) The report on
summary of annual business outcome of the parent company and subsidiaries;

c) The report on
summary of management and administration of the parent company and subsidiaries.

2. The persons in
charge of making the reports mentioned in Clause 1 of this Article shall not
make and submit such reports before receiving all financial statements of
subsidiaries.

3. At the request
of legal representative of the parent company, the legal representative of the
subsidiary shall provide necessary reports, documents, and information as
prescribed to make the consolidated financial statement and summary report of
the parent company and subsidiaries.

4. The parent
company’s manager shall use such reports to make the consolidated financial
statement and summary report of the parent company and subsidiaries if the
reports made and submitted by subsidiaries are not suspected to be contain
incorrect, inaccurate, or false information.

5. In case the
parent company’s manager does not receive necessary reports, documents, and
information from a subsidiary after taking all necessary measures within
his/her competence, the parent company’s manager shall still make and submit
the consolidated financial statement and summary report of the parent company
and subsidiaries. The report might or might not contain information from such
subsidiary, but explanation must be provided to avoid misunderstanding.

6. Reports,
annual financial statements of the parent company, subsidiaries, consolidated
financial statements, and summary reports of the parent company and
subsidiaries must be kept at the parent company’s headquarter. Copies of the
reports and documents in this Clause must be available of the parent company’s
branches in Vietnam’s territory.

7. Subsidiaries
must make summary reports on purchase, sale, and other transactions with the
parent company in addition to the reports and documents prescribed by law.

Chapter IX

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(028) 3930 3279

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0906 22 99 66

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Article 192. Total division

1. A limited
liability company or joint-stock company may divide shareholders/members, and
assets of the company (hereinafter referred to as transferor company) to
establish two new companies or more (hereinafter referred to as transferee
company) in one of the following cases:

a) Part of
stakes/shares of members/shareholders and an amount of assets proportional to
the value of stakes/shares are transferred to the transferee companies
according to their holding in the transferor company and corresponding to the
value of assets transferred to the transferee companies;

b) All of
stakes/shares of one or some members/shareholders and an amount of assets
proportional to the value of stakes/shares are transferred to the transferee
enterprises;

c)
A combination of both cases in Point a and Point b of this Clause.

2. Procedures for
total division of a limited liability company or joint-stock company:

a) The Board of
members, the owner, or the General Meeting of Shareholders of the transferor
company shall ratify the Resolution on total division in accordance with this
Law and the company’s charter. The Resolution on total division must contain
basic information including the transferor company’s name, headquarter
addresses, names of transferee companies; rules, method, and procedures for
asset division; employment plan; method, time limit, and procedures for
transferring the transferor company’s stakes, shares, bonds to transferee
companies; rules for fulfillment of the transferor company’s obligations; time
limit for division. The Resolution on total division shall be sent to all
creditors and notified to all employees within 15 days from the ratification
date;

b) Members, the
owner, or shareholders of each of the transferee companies shall ratify its
charter, elect or designate the Chairperson of the Board of members, the
company’s President, the Board of Directors, Director/General Director, and
apply for business registration in accordance with this Law. In this case, the
application for enterprise registration of the transferee companies must be
enclosed with the Resolution on total division mentioned in Point a of this
Clause.

3. The number of
members, shareholders, their holding of stakes/shares, quantity of shareholders
and charter capital of the transferee companies are corresponding to the method
of dividing, transferring stakes/shares of the transferor company to the
transferee companies in the cases mentioned in Clause 1 of this Article.

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0906 22 99 66

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5. The business
registration authority shall update the legal status of the transferor company
on the National Business Registration Database when issuing Certificates of
Business registration to transferee companies. If the transferee company’s
headquarter is outside the province in which the transferor company’s
headquarter is situated, the business registration authority of the province in
which the transferee company’s headquarter is situated shall notify the
business registration of the transferee company to the business registration
authority of the province in which the transferor company’s headquarter is
situated in order to update the legal status of the transferor company on
National Enterprise Registration Database.

Article 193. Partial division

1. A limited
liability company or joint-stock company may be partially divided by transferring
part of its existing assets, rights and obligations (hereinafter referred to as
transferor company) to establish one or some new limited liability companies or
joint-stock companies (hereinafter referred to as transferee companies) without
terminating the existence of the transferor company.

2. Partial
division may be carried out using one of the following methods:

a) Part of
stakes/shares of members/shareholders and an amount of assets proportional to
the value of stakes/shares are transferred to the transferee companies
according to their holding in the transferor company and corresponding to the
value of assets transferred to the transferee companies;

b) All of
stakes/shares of one or some members/shareholders and an amount of assets
proportional to the value of their stakes/shares are transferred to the
transferee companies;

c) A combination
of both cases in Point a and Point b of this Clause.

3. The transferor
company shall register a change to charter capital and number of members, which
are proportional to the decrease in stakes/shares and quantity of members, at
the same time with business registration of transferee companies.

4. Procedures for
partial division of a limited liability company or a joint-stock company:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Members, the
owner, or shareholders of each of the transferee companies shall ratify its
charter, elect or designate Chairpersons of the Board of members, the company’s
President, the Board of Directors, Director/General Director, and apply for
business registration in accordance with this Law. In this case, the
application for enterprise registration must be enclosed with the Resolution on
partial division mentioned in Point a of this Clause.

5. After business
registration, the transferor company and transferee companies are jointly
responsible for the unpaid debts, employment contracts, and other liabilities
of the transferor company, unless otherwise agreed among the transferor
company, transferee companies, the transferor company’s creditors, customers,
and employees.

Article 194. Corporate amalgamation

1. Two or some
companies (hereinafter referred to as consolidating companies) may consolidate
into a new company (hereinafter referred to as consolidated company). After
that, consolidating companies shall cease to exist.

2. Procedures for
consolidation:

a) The
consolidating companies prepare the consolidation contract. The consolidation
contract must contain the consolidating companies’ names, headquarter
addresses; the consolidated company’s name and headquarter address; procedures
and conditions for consolidation; employment plan; time limit and procedures
for transferring assets, stakes, shares, bonds of the consolidating companies
to the consolidated company; time limit for consolidation; draft charter of the
consolidated company;

b) Members, the
owner, or shareholders of the consolidating companies shall ratify the
consolidation contract, the consolidated company’s charter, elect or designate
Chairpersons of the Board of members, the company’s President, the Board of
Directors, Director/General Director of the consolidated company, and apply for
business registration in accordance with this Law. The consolidation contract shall be sent to all creditors and notified
to all employees within 15 days from the ratification date;

3. If the
consolidated company has 30% – 50% of the market share, legal representatives
of consolidating companies shall notify the competition authority before
initiating the consolidation process, unless otherwise prescribed by the Law on
Competition.

Consolidation is
prohibited if the consolidated company has more than 50% of the market share after
consolidation, unless otherwise prescribed by the Law on Competition.

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(028) 3930 3279

DĐ:

0906 22 99 66

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a) The consolidation
contract;

b) The
Resolutions and meeting minutes that ratify the consolidation contract of the
consolidating companies.

5. After business
registration, the consolidating companies shall cease to exist; the
consolidated company shall inherit the lawful rights and interests as well as
unpaid debts, employment contract, and other liabilities of the consolidating
companies.

6. The business
registration authority shall update the legal status of the consolidating
companies on the National Business Registration Database when issuing the
Certificate of Business registration to the consolidated company. If the new
company’s headquarter is outside the province in which the divided company’s
headquarter is situated, the business registration authority of the province in
which the new company’s headquarter is situated shall notify the business
registration of the new company to the business registration authority of the
province in which the divided company’s headquarter is situated in order to
update the legal status of the divided company on National Enterprise
Registration Database.

Article 195. Acquisition

1. One or some
companies (hereinafter referred to as acquired companies) may be merged into
another company (hereinafter referred to as the acquirer) by transferring all
assets, legitimate rights, obligations, and interests to the acquirer. After
that, the acquired companies shall cease to exist.

2. Procedures for
acquisition:

a) Relevant
companies shall prepare the acquisition contract and draft the charter of the
acquirer. The acquisition contract must contain the acquirer’s names,
headquarter addresses; the acquired company’s name and headquarter address;
procedures and conditions for acquisition; employment plan; time limit and
procedures for transferring assets, stakes, shares, bonds of the consolidating
companies to the acquirer; time limit for acquisition;

b) Members, the
owners, or shareholders of each of relevant companies shall ratify the
acquisition contract, charter of the acquirer, and apply for registration of
the acquirer as prescribed by this Law. The acquisition contract shall be sent
to all creditors and notified to all employees within 15 days from the
ratification date;

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. If the
acquirer has 30% – 50% of the market share, legal representatives of the companies
shall notify the competition authority before initiating the acquisition
process, unless otherwise prescribed by the Law on competition.

Acquisition is
prohibited if the acquirer has more than 50% of the market share after
acquisition, unless otherwise prescribed by the Law on Competition.

4. Documents and
procedures for registration of the acquirer shall comply with this Law. Copies
of the following documents shall be enclosed:

a) The
acquisition contract;

b) The
Resolutions and meeting minutes that ratify the acquisition contract of the
acquirer.

c) The Resolution
and meeting minutes that ratify the acquisition contract of the acquired
companies, unless the acquirer is a member/partner or shareholder that holds
more than 65% of charter capital or voting shares of the acquired company.

5. The business
registration authority shall update the legal status of the acquired companies
on the National Business Registration Database and adjust the Certificate of
Business registration of the acquirer.

If the
headquarter of an acquired company is outside the province in which the
acquirer’s headquarter is situated, the business registration authority of the
province in which the acquirer’s headquarter is situated shall notify the
business registration authority of the province in which the acquired company’s
headquarter is situated in order to update the legal status of the acquired
company on National Enterprise Registration Database.

Article 196. Converting a limited liability company into a
joint-stock company

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. A limited
liability company may be converted into a joint-stock company in one of the
following manners:

a) Conversion
into a joint-stock company without raising capital from other entities, without
selling stakes to other entities;

b) Conversion
into a joint-stock company by raising capital from other entities;

c) Conversion
into a joint-stock company by selling part of or all of the stakes to one or
some other entities;

d) Combination of
the methods in Points a, b, and c of this Clause.

3. The company
shall register the conversion with a business registration authority within 10
days from the day on which the conversion is completed. Within 05 working days
from the receipt of the application, the business registration authority shall
reissue the Certificate of Business registration.

4. The converted
company obviously inherits all of the lawful rights and interests, debts
including tax debts, employment contracts, and other obligations of the old
company.

5. Within 07
working days from the day on which the Certificate of Business registration is
issued, the business registration authority shall notify relevant regulatory
bodies as prescribed in Clause 1 Article 34 of this Law, and update the
company’s legal status on the National Business Registration Database.

Article 197. Converting a joint-stock company into a
single-member limited liability company

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(028) 3930 3279

DĐ:

0906 22 99 66

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a) A shareholder
receives the transfer of all shares and stakes of all other shareholders;

b) A organization
or individual other than a shareholder receives the transfer of all shares of
all of the company’s shareholders;

c) The company
has only one shareholder for a period of time exceeding the time limit
prescribed in Article 110 of this Law.

2. The transfer
or receipt of capital in the form of shares or stakes mentioned in Clause 1 of
this Article shall comply with market prices. Prices are determined according
to the asset method, discounted cash flow method, or other methods.

3. Within 15 days
from the completion of share transfer prescribed in Point a and Point b Clause
1 of this Article, if the event mentioned in Point c Clause 1 of this Article
occurs, the company shall send or submit the application for conversion to the
business registration authority where the enterprise registered. Within 05
working days from the receipt of the application, the business registration
authority shall issue the Certificate of Business registration.

4. The converted
company obviously inherits all of the lawful rights and interests, debts
including tax debts, employment contracts, and other obligations of the old
company.

5. Within 07
working days from the day on which the Certificate of Business registration is
issued, the business registration authority shall notify relevant regulatory
bodies as prescribed in Clause 1 Article 34 of this Law, and update the
company’s legal status on the National Business Registration Database.

Article 198. Converting a joint-stock company into a
multi-member limited liability company

1. A joint-stock
company may be converted into a multi-member limited liability company in one
of the following manners:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Conversion into
a limited liability company together with raising capital from other entities;

c) Conversion
into a limited liability company together with transferring part of or all of
shares to other organizations and individuals that contribute capital;

d) Combination of
the methods in Points a, b, and c of this Clause.

2. The company
shall register the conversion with a business registration authority within 10
days from the day on which the conversion is completed. Within 05 working days
from the receipt of the application, the business registration authority shall
issue the Certificate of Business registration.

3. The converted
company obviously inherits all of the lawful rights and interests, debts
including tax debts, employment contracts, and other obligations of the old
company.

4. Within 07
working days from the day on which the Certificate of Business registration is
issued, the business registration authority shall notify relevant regulatory
bodies as prescribed in Clause 1 Article 34 of this Law, and update the
company’s legal status on the National Business Registration Database.

Article 199. Converting a sole proprietorship into a
limited liability company

1. A sole
proprietorship may be converted into a limited liability company under a
decision of the sole proprietorship’s owner if all of the following conditions
are satisfied:

a) All conditions
in Clause 1 Article 28 of this Law are satisfied;

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(028) 3930 3279

DĐ:

0906 22 99 66

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c) The sole
proprietorship’s owner makes a written commitment to take personal
responsibility for all unpaid debts of the sole proprietorship with all of
his/her property and to settle the debts when they are due;

d) The sole
proprietorship’s owner has a written agreement with parties of unfinished
contracts that the new limited liability company will take over such contracts;

dd) The sole
proprietorship’s owner makes a written commitment or agreement with other
capital contributors to employ the existing employees of the sole
proprietorship.

2. Within 05
working days from the receipt of the application, the business registration
authority shall consider issuing the Certificate of Business registration if
all of the conditions in Clause 1 of this Article are satisfied.

3. Within 07
working days from the day on which the Certificate of Business registration is
issued as prescribed in Clause 2 of this Article, the business registration
authority shall notify relevant regulatory bodies as prescribed in Clause 1
Article 34 of this Law, and update the company’s legal status on the National
Business Registration Database.

Article 200. Enterprise suspension

1. A enterprise
may suspend its business as long as a written notification of the time and
duration of suspension and time of resumption is sent to the business
registration authority at least 15 days before the date of suspension or
resumption. This regulation still applies in case the enterprise resumes its
business before the notified date.

2. The business
registration authority or competent authority shall request an enterprise to
suspends the business lines subject to conditions if such conditions are not
satisfied by the enterprise.

3. During the
suspension period, the enterprise shall pay outstanding tax, keep paying its
debts, executing contracts with customers and employers, unless otherwise
agreed among the enterprise, its creditors, customers, and employees.

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. A enterprise
shall be dissolved in the following cases:

a) The operation
period written in the company’s charter expires without a decision on
extension;

b) The
dissolution is decided by the owner of the sole proprietorship, by all general
partners of the partnership, by the Board of members or owner of the limited
liability company, or insurance the General Meeting of Shareholders of the
joint-stock company;

c) The company
fails to maintain the minimum number of members prescribed by this Law for 06
consecutive months without following procedures for business conversion;

d) The
Certificate of Business registration is revoked.

2. The enterprise
shall only be dissolved if all debts and liabilities can be settled and the
enterprise is involved in any dispute at a court or arbitral tribunal. Relevant
managers and enterprises mentioned in Point d Clause 1 of this Article are
jointly responsible for the enterprise’s debts.

Article 202. Procedures for enterprise dissolution

The dissolution
in the cases mentioned in Points a, b, and c Clause 1 Article 201 of this Law
shall be carried out as follows:

1. Ratify the
decision on dissolution. The decision on dissolution must contain:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Reasons for
dissolution;

c) Procedures for
finalizing contracts and settling debts of the enterprise; the deadline for
settling debts and finalizing contracts must not exceed 06 months from the day
on which the decision on dissolution is ratified;

b) Plans for
settlement of obligations derived from employment contracts;

dd) Full name and
signature of the enterprise’s legal representative.

2. Sole
proprietorship’s owner, the Board of members, owner, or the Board of Directors
shall directly organize the enterprise’s asset liquidation, unless a separate
liquidation organization must be established according to the company’s
charter.

3. Within 07
working days from the approval date, the decision on dissolution meeting
minutes must be sent to the business registration authority, tax authority, and
employees of the enterprise; the decision on dissolution shall be posted on
National Business Registration Portal, the enterprise’s headquarter, branches,
and representative offices.

If there are
unsettled financial obligations, the decision on dissolution shall be enclosed
with the debt settlement plan and sent to the creditors, people with relevant
rights, obligations, and interests. The plan must contain the creditors’ names
and addresses; the amount of debts, deadline, location, and method of payment;
method and deadline for settlement of creditors’ complaints.

4. The business
registration authority shall post a notification of the status of every
enterprise undergoing dissolution process on the National Business Registration
Portal right after receiving the decision on dissolution from the enterprise.
The notification must be posted together with the decision on dissolution and
debt settlement plan (if any).

5. The
enterprise’s debts shall be paid in the following order:

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) Tax debts;

c) Other debts.

6. After all
debts and dissolution costs are paid, the remaining value shall be received by
the sole proprietorship’s owner, members, shareholders, or owner of the company
according to their holding of stakes or shares in the company.

7. The legal
representative of the enterprise shall send the petition for dissolution to the
business registration authority within 05 working days from the day on which
all of the enterprise’s debts are settled.

8. The business
registration authority shall update the enterprise’s legal status of National
Enterprise Registration Database if no opinions or objections from relevant
parties are received after 180 days from the day on which the decision on
dissolution is receipt as prescribed in Clause 3 of this Article or within 05
working days from the receipt of the petition for dissolution.

9. Government
shall elaborate the procedures for business dissolution.

Article 203. Enterprise dissolution upon revocation of
Certificate of Business registration or under a Court’s decision

The enterprise
dissolution mentioned in Point d Clause 1 Article 201 of this Law shall be
carried out following the procedures below:

1. The business
registration authority shall post a notification of the status of the
enterprise undergoing dissolution process on the National Business Registration
Portal concurrently with issuing a decision to revoke the Certificate of
Business registration or as soon as receiving an effective decision on
dissolution issued by a Court. The notification shall be posted together with
the Court’s decision to revoke the Certificate of Business registration;

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(028) 3930 3279

DĐ:

0906 22 99 66

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If there are
unsettled financial obligations, the decision on dissolution shall be enclosed
with the debt settlement plan and sent to the creditors, people with relevant
rights, obligations, and interests. The plan must contain the creditors’ names
and addresses; the amount of debts, deadline, location, and method of payment;
method and deadline for settlement of creditors’ complaints.

3. The
enterprise’s debts shall be paid in accordance with Clause 5 Article 202 of
this Law.

4. The legal
representative of the enterprise shall send the petition for dissolution to the
business registration authority within 05 working days from the day on which
all of the enterprise’s debts are settled.

5. The business
registration authority shall update the enterprise’s legal status of National
Enterprise Registration Database if no opinions or objections from relevant
parties are received after 180 days from the notification date prescribed in
Clause 1 of this Article or within 05 working days from the receipt of the
petition for dissolution.

6. The company
manager is personally responsible for the damage cause by failure to comply
with or to completely comply with regulations of this Article.

Article 204. Petition for enterprise dissolution

1. The petition
for dissolution include the following documents:

a) A notification
of the enterprise dissolution;

b) A report on liquidation
of the enterprise’s assets; a list of creditors and paid debts, including tax
debts, outstanding social insurance contributions, and debts owed to employees
after deciding the dissolution (if any);

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(028) 3930 3279

DĐ:

0906 22 99 66

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d) The
Certificate of Business registration.

2. Members of the
Board of Directors of the joint-stock company, members of the Board of members
of the limited liability company, the company’s owner, the sole
proprietorship’s owner, the Director/General Director, general partners, legal
representative of the enterprise shall be responsible for the truthfulness and
accuracy of the petition.

3. If the
petition are not accurate or fraudulent, the persons mentioned in Clause 2 of
this Article are jointly responsible for paying the unpaid debts, taxes, and
unsettled employees’ benefits, and take personal responsibility for any
consequence that ensue within 05 years from the day on which petition for
dissolution is submitted to the business registration authority.

Article 205. Banned activities as from issuance of decision
on dissolution

1. From the
issuance of the decision on dissolution, the enterprise and its manager are
prohibited to:

a) Hide,
illegally liquidate assets;

b) Renounce or
reduce the right to claim debts;

c) Convert
unsecured debts into debts secured on the enterprise’s assets;

d) Sign new
contracts, except for those serving the enterprise’s dissolution;

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(028) 3930 3279

DĐ:

0906 22 99 66

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e) Terminate
effective contracts;

g) Raise capital
in any shape or form.

2. Depending on
the nature and seriousness violations, the individual that commits the
violations in Clause 1 of this Article shall face administrative violations or
criminal prosecution, and pay compensation for any damage caused.

Article 206. Shut down of branches and representative
offices

1. A branch or
representative office of an enterprise shall be terminated under a decision of
the enterprise or a decision to revoke the Certificate of registration of
branch or representative office issued by a competent authority

2. Documents for
Shut down of a branch or representative office includes:

a) The decision
of the enterprise to shut down the branch or representative office, or the
decision to revoke the Certificate of registration of branch or representative
office issued by a competent authority;

b) The list of
creditors and outstanding debts, including tax debts, of the branch and
outstanding social insurance contributions;

c) The list of
employees and their corresponding benefits;

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(028) 3930 3279

DĐ:

0906 22 99 66

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dd) The seal of
the branch or representative office (if any).

3. The
enterprise’s legal representative and the head of the shut down branch or
representative office are jointly responsible for the truthfulness and accuracy
of the said documents.

4. The enterprise
whose branch is shut down is responsible for execution of contracts, payment of
debts, including tax debts, of the branch, keep employing the branch’s
employees or provide them with adequate benefits.

5. Within 05
working days from the receipt of sufficient documents prescribed in Clause 2 of
this Article, the business registration authority shall update the legal status
of the branch or representative office on National Enterprise Registration
Database.

Article 207. Bankruptcy

Regulations of
law on bankruptcy shall apply to bankruptcy of enterprises.

Chapter X

IMPLEMENTATION

Article 208. Responsibilities of regulatory bodies

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2. Ministers and
ministerial agencies are responsible to the government for fulfillment of their
duties with regard to state management of enterprises.

3. Ministers and
ministerial agencies, within the scope of their competence, shall direct
professional organizations to periodically send the following information to
the business registration authorities where the enterprises’ headquarters are
situated:

a) Information about
Business licenses, Certificates of eligibility for business operation,
practicing certificates, certifications or written approval for business
conditions issued to enterprises, decisions on penalties for administrative
violations committed by enterprises;

b) Information
about the operation and tax payment of enterprises derived from enterprises’
tax reports;

c) Information
about enterprises’ operation serving improvement of state management effect.

4.
The People’s Committees of provinces shall manage local enterprises.

5.
The People’s Committees of provinces, within the scope of their competence,
shall direct affiliated professional organizations and the People’s Committees
of districts to periodically send the information prescribed in Clause 2 of this
Article to the business registration authorities where the enterprises’
headquarters are situated.

6. The Government
shall elaborate this Article.

Article 209. Business registration authorities

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a) Process
business registration applications and issue Certificates of Business
registration as prescribed by law;

b) Cooperate in
developing and managing the National Business Registration Information System;
provide information for regulatory bodies, organizations and individuals at
their request as prescribed by law;

c) Request
enterprises to report their conformity to this Law where necessary; urge
enterprises to report.

d) Carry out
inspections or request competent authorities to carry out inspections according
to contents of applications for enterprise registration;

dd) Take
responsibility for the validity of applications for enterprise registration;
Take no responsibility for violations committed by enterprises before and after
business registration;

e) Deal with
violations against regulations on business registration prescribed by law;
revoke Certificates of Business registration and request enterprise to follow
procedures for dissolution in accordance with this Law;

g) Perform other
rights and obligations prescribed by this Law and relevant laws.

2. The Government
shall provide for organization structure of business registration authorities.

Article 210. Actions against violations

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2. The Government
shall elaborate penalties for administrative violations against this Law.

Article 211. Revocation of Certificate of Business
registration

1. A enterprise
shall have its Certificate of Business registration revoked in the following cases:

a) The
information provided in the application for enterprise registration is false;

b) The enterprise
is established by persons banned from enterprise establishment as prescribed in
Clause 2 Article 18 of this Law;

c) The enterprise’s
business operation is suspended for 01 year without notifying the business
registration authority and tax authority;

d) The enterprise
fails to submit reports as prescribed in Point c Clause 1 Article 209 of this
Law to the business registration authority within 06 months from the deadline
or from the receipt of a written request;

dd) Other cases
decided by the Court.

2. The Government
shall elaborate procedures for revocation of the Certificate of Business
registration.

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1. This Law takes
effect from July 01, 2015. The Law on Enterprises No. 60/2005/QH11 dated
November 29, 2005 and the Law No. 37/2013/QH13 dated June 20, 2013 on
Amendments to Article 170 of the Law on Enterprise are null and void from the
effective date of this Law, except for the following cases:

a) With regard to
limited liability companies established before this Law takes effect, the
company’s charter shall apply to deadlines for capital contribution;

b) Enterprises of
which charter capital is held by the State shall be restructured to ensure
conformity with Clause 2 and Clause 3 Article 189 of this Law before July 01,
2017;

c) Clause 2
Article 189 shall not apply to companies whose shares or stakes are held by the
State before July 01, 2015, provided the ratio of cross ownership is not
increased.

2. Every
household business that hires 10 regular employees or more must apply for
business registration in accordance with this Law. Small-scale household
businesses shall apply for business registration and operate in accordance with
regulations of the Government.

3. Pursuant to
this Law, the Government shall elaborate the organizational structure and
operation of state-owned companies directly serving national defense and
security or combining business operation with national defense and security.

Article 213. Specific regulations

The Government
shall elaborate the Articles and Clauses as mentioned above.

This Law is
passed by the 13th National Assembly of Socialist Republic of
Vietnam during the 8th session on November 26, 2014.

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PRESIDENT OF NATIONAL ASSEMBLY

Nguyen Sinh Hung