Văn phòng Luật sư Minh Thanh và Cộng sự – Chuyên Tranh tụng và Tư vấn các lĩnh vực: Dân sư, Hình sự, Thương mại, Doanh nghiệp, Bất động sản
THE NATIONAL
ASSEMBLY
No. 68/2014/QH13
THE SOCIALISTREPUBLIC OF VIETNAM
Independence – Freedom – Happiness
Law on Enterprises
Pursuant to the Constitution of the SocialistRepublic of Vietnam;
The National Assembly promulgates the Law on Enterprises.
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Law prescribes the establishment, management organization, reorganization and dissolution of, and activities related to, enterprises, including limited liability companies, joint stock companies, partnerships and private enterprises; and prescribes corporate groups.
Article 2. Subjects of application
1. Enterprises.
2. Agencies, organizations and individuals involved in the establishment, management organization, reorganization and dissolution of, and activities related to, enterprises.
Article 3. Application of the Law on Enterprises and specialized laws
In case a specialized law contains particular provisions on the establishment, management organization, reorganization and dissolution of, and activities related to, enterprises, such law must prevail.
Article 4. Interpretation of terms
In this Law, the terms below shall be construed as follows:
1. Foreign individual means a person who does not have Vietnam citizenship.
2. Shareholder means an individual or organization that holds at least one share of a joint stock company.
Founding shareholder means a shareholder that holds at least one common share and signs in the list of founding shareholders of a joint stock company.
3. Dividend means an amount of net profit distributed to each share in cash or in the form of other assets from the remaining profits of a joint stock company after fulfilling its financial obligations.
4. Limited liability companies include single-member limited liability companies and limited liability companies with two or more members.
5. National enterprise registration portal means an electronic portal used to make online enterprise registration and access to information on enterprise registration.
6. National enterprise registration database means a collection of data on enterprise registration nationwide.
7. Enterprise means an organization that has its own name, assets and a transaction office, and has been registered for establishment in accordance with law for the purpose of conducting business operations.
8. State enterprise means an enterprise of which the State holds 100 percent of charter capital.
9. Vietnamese enterprise means an enterprise that is established or registered for establishment in accordance with Vietnamese law and has its head office in Vietnam.
10. Permanent residence address means the registered address of the head office of an organization; address of the registered place of permanent residence or the workplace or another address of an individual which has been registered by such individual with an enterprise as the contact address.
11. Market price of the contributed capital amount or shares means the highest transaction price on the market of the previous day, or the price agreed between the seller and the buyer, or the price determined by a professional valuation organization.
12. Enterprise registration certificate is a hardcopy or softcopy document containing enterprise registration information granted by a business registration agency to an enterprise.
13. Capital contribution means the contribution of assets to make up a company’s charter capital. Capital contribution includes capital contribution for the establishment of a new enterprise or additional contribution of charter capital of an existing enterprise.
14. National enterprise registration information system consists of the national enterprise registration database, the national enterprise registration portal and their technical infrastructure.
15. Valid dossier means a dossier comprising all papers as required by this Law which contain all information as required by law.
16. Business means the continuous performance of one, several or all of the stages of the investment process, from production to sale of products or provision of services in the market for profits.
17. Affiliated person means an organization or individual that has direct or indirect relations with an enterprise in the following cases:
a/ The parent company, managers of the parent company and persons competent to appoint such managers versus a subsidiary company in a corporate group;
b/ A subsidiary company versus its parent company in a corporate group;
c/ A person or a group of persons capable of controlling the decision-making process and operations of an enterprise through the managing body of the enterprise;
d/ Managers of the enterprise;
dd/ Spouse, natural father, adoptive father, natural mother, adoptive mother, natural children, adopted children, siblings, brothers-in-law and sisters-in-law of any manager of a company, or of any member or shareholder holding a controlling capital contribution amount or controlling shares;
e/ An individual who is authorized to act as the representative of the persons and companies defined at Points a, b, c, d and dd of this Clause;
g/ An enterprise in which the persons and companies defined at Points a, b, c, d, dd, e and h of this Clause possess holdings to a level that they can control the decision-making process of managing bodies of such enterprise;
h/ A group of persons who agree to coordinate to take over contributed capital amounts, shares or interests in a company or to control the decision-making process of the company.
18. Managers of an enterprise means managers of a company and managers of a private enterprise, including owner of a private enterprise, general partner, chairperson of the Members’ Council, member of the Members’ Council, president of a company, chairperson of the Board of Directors, member of the Board of Directors, director or general director and persons holding other managerial positions who are competent to enter into the company’s transactions on its behalf in accordance with the company charter.
19. Enterprise founder means an organization or individual that establishes or contributes capital to establish an enterprise.
20. Foreign investor means an organization or individual that is understood as foreign investor in accordance with the Law on Investment.
21. Contributed capital amount means the total value of assets paid in or committed to be paid in by a member to a limited liability company or partnership. The capital contribution ratio means the ratio of the contributed capital amount of a member to the charter capital of a limited liability company or partnership.
22. Public products and services are those essential to the socio-economic well-being of the country or communities of a territory that the State needs to ensure for the sake of common interests or national defense and security, and whose production and provision under the market mechanism are hardly self-financing.
23. Company member means an individual or organization that holds part or the whole of charter capital of a limited liability company or partnership.
24. Partner in a partnership means a general partner or limited partner.
25. Reorganization of an enterprise means the division, splitting, consolidation, merger or transformation of an enterprise.
26. Foreign organization means an organization that is established in a foreign country under that foreign country’s laws.
27. Foreign investors’ shareholding or capital contribution ratio means the total ratio of voting capital held by all foreign investors in a Vietnamese enterprise.
28. Voting capital means the contributed capital amount or share entitling the holder to vote on matters which fall under the deciding competence of the Members’ Council or the General Meeting of Shareholders.
29. Charter capital means the total value of assets paid in or committed to be paid in by the members upon establishment of a limited liability company or partnership; means the total par value of shares sold or registered to be purchased at the time of establishment of a joint stock company.
Articles 5. State guarantee for enterprises and enterprise owners
1. The State shall recognize the long-term existence and development of the types of enterprise defined in this Law; ensure equality before law among enterprises, regardless of their form of ownership and economic sector; and recognize the lawful profit-making nature of business operations.
2. The State shall recognize and protect the property ownership, investment capital, income and other lawful rights and interests of enterprises and enterprise owners.
3. Lawful assets and investment capital of enterprises and enterprise owners may be neither nationalized nor confiscated by administrative measures.
In case an enterprise’s assets are compulsorily purchased or requisitioned by the State for the extreme necessity of national defense, security or the national interest, a state of emergency, or prevention and control of a natural disaster, the enterprise shall be paid or compensated for at the market price determined at the time of the compulsory purchase or requisition. The payment or compensation must ensure the interests of the enterprise with no discrimination among different types of enterprise.
Article 6. Political organizations and socio-political organizations in enterprises
1. Political organizations and socio-political organizations in enterprises shall operate in accordance with the Constitution, laws and their statutes.
2. Enterprises are obliged to respect and not to obstruct and cause difficulties to the establishment of political organizations and socio-political organizations in enterprises, and not to obstruct and cause difficulties to employees in participating in their operations.
Article 7. Rights of enterprises
1. To enjoy freedom of enterprise in the sectors and trades that are not banned by law.
2. To enjoy business autonomy and select forms of business organization; to take the initiative in selecting sectors and trades, locations and forms of business; to take the initiative in adjusting the scope and sectors and trades of business.
3. To select forms and methods of capital raising, distribution and use.
4. To take the initiative in seeking markets and customers and entering into contracts.
5. To conduct import and export business.
6. To recruit, hire and employ employees according to business requirements.
7. To take the initiative in applying science and technology to raise business effectiveness and competitiveness.
8. To possess, use and dispose of their assets.
9. To reject requests for supply of resources made not in accordance with law.
10. To lodge complaints and denunciations in accordance with the laws on complaints and denunciations.
11. To participate in legal proceedings in accordance with law.
12. Other rights as prescribed by relevant laws.
Article 8. Obligations of enterprises
1. To fully meet all business conditions when conducting business in sectors and trades subject to business investment conditions prescribed by the Law on Investment and to fully maintain such business investment conditions throughout the course of business operation.
2. To organize accounting work, prepare and timely submit truthful and accurate financial statements in accordance with the laws on accounting and statistics.
3. To declare and pay taxes and perform other financial obligations as prescribed by law.
4. To ensure lawful and legitimate rights and interests of employees in accordance with the labor law; not to discriminate and offend the honor and human dignity of employees in enterprises; not to use forced and child labor; to assist and create favorable conditions for employees to participate in training to improve their professional qualifications and job skills; to pay social insurance, unemployment insurance, health insurance and other insurance premiums for employees in accordance with law.
5. To ensure and be responsible for the quality of goods or services in accordance with legally established standards or registered or announced standards.
6. To fully and timely perform the obligations related to enterprise registration, registration for changes in enterprise registration contents, publicization of information on establishment and operations, reporting and other obligations in accordance with this Law and relevant laws.
7. To be responsible for the truthfulness and accuracy of information declared in enterprise registration dossiers and reports; to correct and add in a timely manner the information upon detecting any declared or reported inaccurate or incomplete information.
8. To comply with the laws on national defense, security, social order and safety, gender equality, protection of natural resources and the environment, and protection of historical and cultural relics and scenic places.
9. To perform the business ethic duty to ensure lawful rights and interests of customers and consumers.
Article 9. Rights and obligations of enterprises engaged in provision of public products or services
1. The rights and obligations specified in Articles 7 and 8 and other relevant provisions of this Law.
2. To account and offset costs at prices prescribed by the law on bidding, or collect charges for provision of services in accordance with regulations of competent state agencies.
3. To be guaranteed an appropriate period for supply of products or provision of services in order to recover its investment capital and gain reasonable profits.
4. To supply products or provide services in sufficient quantity and proper quality and on time as committed at prices or charge rates stipulated by competent state agencies.
5. To ensure the same equitable and favorable conditions for every customer.
6. To be held responsible before law and customers for quantity, quality, terms of supply and prices or charges for supplied products or provided services
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