LAW ON ENTERPRISES
Pursuant to the Constitution of the Socialist Republic of Vietnam; The National Assembly promulgates the Law on Enterprises.
General Provisions
Article 1. Governing scope
This Law regulates the establishment, organization of management, re-organization, dissolution and related activities of enterprises, comprising limited liability companies, shareholding companies, partnerships and private enterprises; and regulates corporate groups.
1. Enterprises.
2. Agencies, organizations and individuals involved in the establishment, organization of management, re-organization, dissolution and related activities of enterprises.
If any specialized law provides special regulations on the establishment, organization of management, re- organization, dissolution and related activities of enterprises, the provisions of such law apply.
In this Law, the following terms are construed as follows:
1. Foreign individual means a person without Vietnamese nationality.
2. Shareholder means an individual or organization holding at least one share of a shareholding company.
3. Founding shareholder means a shareholder holding at least one ordinary share and signing the list of founding shareholders of a shareholding company.
4. Dividend means the net profit to be paid for each share in cash or other assets from residual profit of a shareholding company after discharge of its financial obligations.
5. Limited liability company comprises one [single] member limited liability companies and limited liability companies with two or more members [multi-member].
6. National enterprise registration information portal means an electronic information portal to be used for enterprise registration online and for access to information about enterprise registration.
7. National enterprise registration database means the collection of data on enterprise registration throughout the whole country.
8. Enterprise means an organization having its own name, having assets and a transaction office, and registered for establishment in accordance with law for trading purposes.
9. State owned enterprise means an enterprise in which the State holds one hundred (100) per cent of the charter capital.
10. Vietnamese enterprise means an enterprise established or registered for establishment in accordance with the law of Vietnam and having its head office in Vietnam.
11. Permanent residential address means the registered head office address in the case of an organization; or the registered permanent residential address or the workplace address or any other address of an individual who registered such address with an enterprise as the contact address.
12. Market price of share of capital contribution or of a share means the highest market price for trading on the previous day, the agreed price between a seller and a purchaser, or the price determined by a professional price evaluation organization.
13. Enterprise registration certificate means the written or electronic document which an business registration office issues to an enterprise and which records information about enterprise registration.
14. Capital contribution means the contribution of assets [to a company] so as to form the charter capital of the company. Capital contribution comprises capital contribution for establishment of an enterprise or additional contribution to the charter capital of an enterprise already established.
15. National system of information about enterprise registration comprises the national enterprise registration database, the national enterprise registration information portal and systematic technical infrastructure.
16. Valid file means a file containing all documents stipulated in this Law and the contents of which contain complete declarations as required by law.
17. Business means the continuous conduct of one, several or all of the stages of an investment process, from production to sale of products or provision of services on the market for profit-making purposes.
18. Related person means any organization or individual with a direct or indirect relationship with an enterprise in the following cases:
(a) With regard to a subsidiary company in a corporate group, [related person] means the parent company, a manager of the parent company or any person with the authority to appoint such manager;
(b) With regard to a parent company in a corporate group, [related person] means any subsidiary company;
(c) A person or a group of persons with the ability to control issuance of decisions by or activities of such enterprise via an entity which manages such enterprise;
(d) A manager of the enterprise;
(dd) Spouse, natural father, adoptive father, natural mother, adoptive mother, child, adopted child, sibling, brother-in-law or sister-in-law of any manager of the company, or of any member or shareholder holding a share of capital contribution or controlling shares;
(e) An individual who is authorized to act as representative of any person or company stipulated in sub- clauses (a), (b), (c), (d) and (dd) of this clause;
(g) An enterprise in which any person or company stipulated in sub-clauses (a), (b), (c), (d), (dd), (e) and
(h) of this clause owns [shares] at a level entitling it to control issuance of decisions by any managerial entity in such enterprise;
(h) A group of persons who reach an agreement to co-operate amongst themselves to takeover a share of capital contribution, a share or interest in the company or to control issuance of decisions by the company.
19. Manager of an enterprise means a manager of a company or a manager of a private enterprise, comprising the owner of a private enterprise, an unlimited liability partner, the chairman of a members’ council, a member of a members' council, the chairman of a company, the chairman of a board of management, a member of a board of management, a director or general director, and an individual holding another managerial position, who is authorized to enter into transactions of the company in the name of the company as stipulated in the charter of the company.
20. Founder of an enterprise means an organization or individual establishing or contributing capital to establish an enterprise.
21. Foreign investor means an organization or individual who is construed as a foreign investor by the Law on Investment.
22. Share of capital contribution means the total value of assets contributed or undertaken to be contributed by a member to a limited liability company or partnership. Capital contribution ratio means the ratio of the share of capital contribution of a member to the charter capital of the limited liability company or the partnership.
23. Public utility products or services means products or services which are essential for the life, economy and social affairs of the country or of civilian communities in territorial zones, which the State needs to ensure for the general interest or for national defence and security purposes, and for which it would be difficult to cover costs if production and supply was implemented in accordance with the market mechanism.
24. Member of a company means an individual or organization holding part or all of the charter capital of a limited liability company or partnership.
25. Partner of a partnership comprises unlimited liability partners and limited liability partners.
26. Re-organization of an enterprise means the division, separation, consolidation, merger or conversion of the type of the enterprise.
27. Foreign organization means an organization which is established overseas in accordance with foreign law.
28. Share or capital contribution ownership ratio of a foreign investor means the aggregate ratio of ownership of voting capital by all foreign investors in a Vietnamese enterprise.
29. Voting capital means the amount of capital contribution or shares entitling the owner to vote on matters which fall within the decision-making power of a members’ council or a general meeting of shareholders.
30. Charter capital means the total value of assets contributed or undertaken to be contributed by members when establishing a limited liability company or partnership; or means the total aggregate par value of shares sold or registered for subscription when establishing an enterprise in the case of a shareholding company.
1. The State recognises the long term existence and the development of the types of enterprise prescribed in this Law, ensures the equality of enterprises before the law irrespective of their form of ownership and economic sector; and recognises the lawful profit-making nature of business activities.
2. The State recognises and protects the ownership of assets, invested capital, income and other lawful rights and interests of an enterprise and its owner(s).
3. The lawful assets and invested capital of an enterprise and its owner shall not be nationalized or expropriated by administrative measures.
In extremely necessary cases where the State compulsorily acquires or requisitions with compensation the property of an enterprise for reasons of national defence or security or in the national interest, in emergency cases or in cases of prevention of and fighting against natural disasters, the enterprise shall be paid in the case of compulsory acquisition, or the enterprise shall be compensated in the case of compulsory requisition at the market price at the time of the compulsory acquisition or requisition. The payment or compensation must ensure the interests of the enterprise without discrimination as between types of enterprise.
1. Political organizations and socio-political organizations in enterprises shall operate in accordance with the provisions of the Constitution, the law, and their charter.
2. An enterprise is obliged to respect and is not permitted to hinder or cause difficulties to the establishment of a political organization or socio-political organization in the enterprise, [and/or] is not permitted to hinder its employees from or cause difficulties to its employees in participating in activities of such organization.
1. To freely conduct business in the lines which are not prohibited by law.
2. To conduct business and select the form of organization of business autonomously; to take the initiative in selecting the line of business, the area for and the form of business, and to take the initiative in adjusting the scope and lines of business.
3. To select forms and methods of raising, allocating and utilizing capital.
4. To take the initiative in seeking markets and customers and signing contracts.
5. To conduct export or import business.
6. To recruit, hire and employ labourers [employees] in accordance with business requirements.
7. To take the initiative in applying science and technology to increase business efficiency and competitiveness.
8. To possess, use and dispose of assets of the enterprise.
9. To refuse requests for provision of human resources not in accordance with law.
10. To lodge complaints or denunciations in accordance with the law on complaints and denunciations.
11. To participate in legal proceedings in accordance with law.
12. Other rights as stipulated by relevant law.
1. To satisfy all business conditions when conducting business in the lines of business investment which are subject to conditions in accordance with the Law on Investment and to ensure maintenance of all such business investment conditions during the process of business operation.
2. To organize accounting work and to prepare and submit truthful and accurate financial statements on time in accordance with the law on accounting and statistics.
3. To declare and pay taxes and to perform other financial obligations as stipulated by law.
4. To ensure the lawful and legitimate rights and interests of employees in accordance with the labour law; not to discriminate between and offend the honour and dignity of employees in the enterprise; not to use forced labour and child labour; to support and facilitate its employees to participate in training to improve their qualifications and technical skill; to implement the regimes of social insurance, job loss insurance, health insurance and other insurance for employees in accordance with law.
5. To ensure and be responsible for the quality of goods and services in accordance with standards stipulated by law or registered or declared standards.
6. To fully and promptly perform the obligations regarding enterprise registration, registration of change to contents of enterprise registration, public disclosure of information about establishment and operation, reporting and other obligations in accordance with this Law and other provisions of relevant law;
7. To be responsible for the honesty and accuracy of information declared in the application file for enterprise registration and in reports; and to promptly make amendments of and additions to such
information on discovery of any information which was declared or reported inaccurately or incompletely.
8. To comply with the law on national defence, security, social order and safety, gender equality, protection of natural resources and environment, protection of historical and cultural sites and places of scenic beauty.
9. To perform obligations in respect of business ethics in order to ensure lawful rights and interests of customers and consumers.
Article 9 Rights and obligations of enterprises providing public utility products or services
1. The rights and obligations stipulated in articles 7 and 8 and in other relevant provisions of this Law.
2. To account for and to be covered for expenses at the price stipulated by the law on tendering, or to collect charges for provision of services in accordance with the regulations of competent State agencies.
3. To be guaranteed an appropriate period for supply of products or provision of services in order to recover invested capital and gain reasonable profit.
4. To supply products or provide services in the correct quantity and quality and on time as committed at the price or charge rate stipulated by competent State agencies.
5. To ensure that equitable and favourable conditions are equally applicable to customers.
6. To be responsible before the law and customers for quantity, quality, terms of supply and prices, and charges for supply of products or provision of services.
Article 10 Criteria applicable to and rights and obligations of social enterprises
1. A social enterprise must satisfy the following criteria:
(a) It is registered for establishment in accordance with this Law;
(b) Its operational objective is to resolve social or environmental issues in the interests of the community;
(c) It uses at least fifty one (51) per cent of its total annual profit to conduct re-investment for the purpose of implementing social or environmental objectives as registered.
2. In addition to the rights and obligations of enterprises stipulated in this Law, a social enterprise has the following rights and obligations:
(a) To maintain the objectives and conditions stipulated in clauses 1(b) and 1(c) of this article during the course of operation; where an enterprise currently operating wishes to convert into a social enterprise or a social enterprise wishes to abandon its social or environmental objectives, or fails to use its profit to conduct re-investment, such enterprise must provide a notice to the competent agency to carry out the procedures as stipulated by law;
(b) The owner of the enterprise or the manager of the social enterprise shall be considered for and entitled to receive favourable conditions and assistance during issuance of relevant licences and certificates in accordance with law;
(c) To be permitted to raise and receive funding [aid] in various forms from individuals, enterprises, non-governmental organizations and other Vietnamese or foreign organizations in order to cover managerial and operational expenses of the enterprise;
(d) Not to use funding raised for purposes other than the purpose of covering managerial and operational expenses in order to resolve social or environmental issues registered by the enterprise;
(dd) A social enterprise entitled to receive incentives or assistance must annually make a report to the competent agency on its operational status.
3. The State has policies to encourage, support and promote the development of social enterprises.
4. The Government shall provide detailed regulations on this article.
1. Depending on the form of enterprise, an enterprise must retain the following documents:
(a) Charter of the company; rules on internal management of the company; and register of members or register of shareholders;
(b) Certificate of protection of industrial property rights; certificate of registration of product quality; and other licences and certificates;
(c) Documents and papers certifying ownership of assets of the company;
(d) Minutes of meetings of the Members’ Council, the General Meeting of Shareholders, and the Board of Management; decisions of the enterprise; (dd) Prospectus for issue of securities;
(e) Reports of the Inspection Committee, conclusions of inspection agencies and conclusions of auditing organizations;
(g) Books of accounts, accounting records and annual financial statements.
2. The enterprise must retain the documents stipulated in clause 1 of this article at its head office or another place stipulated in the charter of the company; the documents shall be retained for the duration stipulated by relevant law.
An enterprise must make a report to the business registration office in the locality where the enterprise has its head office within five days from the date of change of any information about the full name, contact address, nationality, number of citizen's identity card, people's identity card, passport or other lawful personal identification of any of the following persons:
1. Any member of the Board of Management in the case of a shareholding company;
2. Any member of the Inspection Committee or any inspector;
3. Director or General Director.
1. Legal representative of an enterprise means an individual representing the enterprise to exercise the rights and perform the obligations arising out of transactions of the enterprise, and representing the enterprise to act as plaintiff, defendant or person with related interests and obligations in arbitration proceedings or courts and to exercise other rights and perform other obligations in accordance with law.
2. Limited liability companies and shareholding companies may have one or more legal representatives. The charter of a company shall specify the number, managerial positions and rights and obligations of the legal representative(s) of the enterprise.
3. An enterprise must ensure that there is always at least one legal representative residing in Vietnam. If the enterprise has only one legal representative, such person must reside in Vietnam and must authorize in writing another person to exercise the rights and perform the obligations of the legal representative when the former exits Vietnam. In such case, the legal representative shall remain responsible for the performance of the authorized rights and obligations.
4. If upon expiry of the term of authorization stipulated in clause 3 of this article, the legal representative of the enterprise has not yet come back to Vietnam and does not provide any other authorization, the following provisions shall apply:
(a) If such enterprise is a private enterprise, the authorized person shall continue to perform the rights and obligations of the legal representative within the scope of authorization until the legal representative of the enterprise is back to work at the enterprise;
(b) If such enterprise is a limited liability company, shareholding company or partnership, the authorized person shall continue to perform the rights and obligations of the legal representative within the scope of authorization until the legal representative of the company is back to work at the company or until the company owner, the Members' Council or the Board of Management makes a decision appointing another person to act as legal representative of the enterprise.
5. If an enterprise has only one legal representative who is absent in Vietnam for a period of more than thirty (30) days without authorizing any person to perform the rights and obligations of the legal representative of the enterprise or who is deceased, disappears [is missing], subject to temporary imprisonment or sentenced by a court to a term of imprisonment or whose capacity for civil acts is restricted or lost, then the company owner, the Members' Council or the Board of Management shall appoint another person to act as legal representative of the company.
6. In the case of a limited liability company with two members, if one of the members is an individual acting as the legal representative of the company and is subject to temporary imprisonment or is sentenced by a court to a term of imprisonment, hides from his or her place of residence, loses capacity for civil acts or has his or her capacity for civil acts restricted, or has his or her right to practise forfeited by a court for a crime of smuggling, making counterfeit goods, illegally conducting business, evading tax, cheating customers or any other crime as stipulated by the Criminal Code, then the other member shall automatically become legal representative of the company until there is a new decision on the legal representative of the company made by the Members' Council.
7. In some special cases, competent courts have the right to appoint legal representatives during legal proceedings at the courts.
1. A legal representative of an enterprise has the following responsibilities:
(a) To exercise the delegated rights and perform the delegated obligations honestly and prudently and to his or her best ability in order to assure the lawful interests of the enterprise;
(b) To be loyal to the interests of the enterprise; not to use information, know-how or business opportunities of the enterprise; not to abuse his or her position and power and not to use assets of the enterprise for his or her personal benefit or that of other organizations or individuals;
(c) To notify the enterprise in a timely, complete and accurate manner that he or she and a person related to him or her is the owner or holds controlling shares or shares of capital contribution in other enterprises.
2. A legal representative of an enterprise is personally liable for any loss and damage to the enterprise due to a breach of the obligations stipulated in clause 1 of this article.
1. The authorized representative of an owner, member or shareholder of a company being an organization must be an individual authorized in writing to exercise the rights and perform the obligations stipulated in this Law in the name of such owner, member or shareholder.
2. The appointment of an authorized representative shall be implemented in accordance with the following provisions, unless otherwise stipulated by the company charter:
(a) An organization being a member of a limited liability company with two or more members and holding at least thirty five (35) per cent of the charter capital may authorize up to three representatives;
(b) An organization being a shareholder of a shareholding company and holding at least ten per cent of the total ordinary shares may authorize up to three representatives.
3. If the owner, a member or a shareholder of a company being an organization appoints multiple authorized representatives, the owner, such member or shareholder must specifically determine the share of capital contribution or number of shares of each representative. If the owner, such member or shareholder fails to determine the share of capital contribution or number of shares corresponding to each authorized representative, then the share of capital contribution or number of shares shall be equally distributed to the number of authorized representatives.
4. The appointment of an authorized representative must be in writing and must be notified to the company and shall only be effective in respect of the company as from the date of receipt of the notice by the company. The power of attorney must contain the following particulars:
(a) Name, enterprise code number and head office address of the owner, member or shareholder; (b) Number of authorized representatives and percentage of shares or share of capital contribution corresponding to each authorized representative;
(c) Full name, permanent residential address, nationality, number of citizen's identity card, people's identity card or passport or other lawful personal identification of each authorized representative;
(d) Respective term of authorization applicable to each authorized representative, specifying the date of commencement of authorization;
(dd) Full names and signatures of the legal representative of the owner, member or shareholder and of the authorized representative.
5. An authorized representative must satisfy the following criteria and conditions:
(a) Have full capacity for civil acts;
(b) Not be prohibited from establishment and management of enterprises;
(c) A member or shareholder being a company in which the State holds a share of capital contribution or shares accounting for more than fifty (50) per cent of the charter capital is not permitted to appoint the spouse, natural father, adoptive father, natural mother, adoptive mother, child, adopted child or sibling of the manager or of the person authorized to appoint the manager of the company to be the authorized representative at another company;
(d) Other criteria and conditions stipulated by the charter of the company.
1. An authorized representative shall, in the name of the owner, a member or a shareholder, perform the rights and obligations of the owner, such member or such shareholder at the Members’ Council or the General Meeting of Shareholders in accordance with this Law. All restrictions of the owner, member or shareholder on the authorized representative with respect to the performance of the rights and obligations of the owner, member or shareholder respectively at the Members’ Council or the General Meeting of Shareholders shall have no legal validity in respect of a third party.
2. An authorized representative is responsible to attend all meetings of the Members’ Council or the General Meeting of Shareholders; and to perform the authorized rights and obligations honestly and prudently and to his or her best ability in order to protect the lawful interests of the authorizing owner, member or shareholder.
3. An authorized representative is responsible before the authorizing owner, member or shareholder for any breach of the obligations stipulated in this article. The authorizing owner, member or shareholder is responsible before a third party for any liability arising in connection with the rights and obligations performed via the authorized representative.
1. To issue or refuse to issue enterprise registration certificates; to request persons establishing enterprises to submit other additional documents contrary to the provisions of this Law; to cause any delay, trouble, obstruction or difficulty to persons establishing enterprises and business activities of enterprises.
2. To prevent owners, members or shareholders of an enterprise from exercising their rights and performing their obligations in accordance with this Law and the charter of the company.
3. To conduct business in the form of an enterprise without carrying out registration, or to continue to conduct business after revocation of an enterprise registration certificate.
4. To declare dishonestly or inaccurately the contents of the application file for enterprise registration and of the application file for registration of changes in the registered items.
5. To wrongly declare the charter capital or to fail to contribute the amount of charter capital in full as registered; to deliberately under or overvalue assets contributed as capital.
6. To conduct business in lines which are prohibited from business investment, to conduct business in lines of business investment subject to conditions without satisfying all of the business conditions stipulated by the Law on Investment or without ensuring maintenance of all business conditions during the course of operation.
7. Money-laundering or deceitful activities.
CHAPTER II
Establishment of Enterprises
1. Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with this Law, except for the cases stipulated in clause 2 of this article.
2. The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:
(a) State agencies and units of people’s armed forces using State assets to establish business enterprises to make private profit for their own agencies or units;
(b) Cadres [senior employees], State officials and State employees in accordance with the law on cadres, State officials and State employees;
(c) Officers, non-commissioned officers, career servicemen and national defence workers and employees in agencies and units of the people’s army; officers and career non-commissioned officers in agencies and units of the People's Public Security of Vietnam, except for persons appointed to be authorized representatives to manage the State share of capital contribution in enterprises;
(d) Management personnel and professional management personnel in State owned enterprises , except for those appointed to be authorized representatives to manage the State share of capital contribution in other enterprises;
(dd) Minors; persons whose capacity for civil acts is restricted or lost; organizations without legal entity status;
(e) Persons who are prosecuted for criminal liability, serving prison sentences or administrative decisions at compulsory drug rehabilitation establishments or compulsory educational establishments or being prohibited from conducting business, assuming certain positions or doing certain work relating to business pursuant to a decision of a court; other cases as stipulated by the law on bankruptcy and anti- corruption; Where the business registration office so requests, any person registering establishment of an enterprise must submit a legal record to the business registration office.
3. Organizations and individuals have the right to contribute capital to, purchase shares or purchase a share of capital contribution in shareholding companies, limited liability companies and partnerships in accordance with this Law, except for the following cases:
(a) State agencies and units of people’s armed forces using State assets to contribute capital to enterprises to make private profit for their own agencies and units;
(b) Persons not permitted to contribute capital to enterprises by the law on State officials and State employees.
4. Private profit for an agency or unit as stipulated in clauses 2(a) and 3(a) of this article means using revenue in any form which was earned from business activities, from a capital contribution or from the purchase of shareholding or the purchase of a share of capital contribution, for one of the following purposes:
(a) Distribution in any form to some or all persons stipulated in clauses 2(b) and 2(c) of this article;
(b) Supplementing the operational budget of such agency or unit contrary to the law on the State budget;
(c) Establishing or supplementing a fund which services the private interests of such agency or unit.
1. The founder(s) of an enterprise may sign contracts for the purpose of establishment and operation of the enterprise prior to and during enterprise registration.
2. When the enterprise is established, the enterprise must continue to exercise the rights and perform the obligations arising from the signed contracts as stipulated in clause 1 of this article unless otherwise agreed by the parties to such contracts.
3. Where the enterprise is not registered for establishment, the person(s) who signed the contracts pursuant to clause 1 of this article shall be liable or the founders of such enterprise shall be jointly liable for the performance of such contracts.
1. Request for enterprise registration.
2. Copy of citizen's identity card, people's identity card, passport or other lawful personal identification of the owner of the private enterprise.
1. Request for enterprise registration.
2. Charter of the partnership.
3. List of partners.
4. Copy of citizen's identity cards, people’s identity cards, passports or other lawful personal identification of partners.
5. Copy of certificate of registration of investment applicable to foreign investors as stipulated in the Law on Investment.
1. Request for enterprise registration.
2. Charter of the company.
3. List of members.
4. Copy of the following documents:
(a) Citizen's identity card, people’s identity card, passport or other lawful personal identification of member(s) being individual(s);
(b) Establishment decision, enterprise registration certificate or other equivalent document of [the member being] an organization and power of attorney; citizen's identity card, people's identity card, passport or other lawful personal identification of the authorized representative of the member being an organization; In the case of a member being a foreign organization, the copy enterprise registration certificate or equivalent document must have been consularized.
(c) Certificate of registration of investment applicable to foreign investors as stipulated in the Law on Investment.
1. Request for enterprise registration.
2. Charter of the company.
3. List of founding shareholders and shareholders being foreign investors.
4. Copy of the following documents:
(a) Citizen's identity cards, people’s identity cards, passports or other lawful personal identification of founding shareholders and shareholders being foreign investors who are individuals;
(b) Establishment decisions, enterprise registration certificates or other equivalent document of [founding shareholders and shareholders being foreign investors which are] organizations and powers of attorney; citizen's identity cards, people's identity cards, passports or other lawful personal identification of authorized representatives of the founding shareholders and shareholders being foreign investors which are organizations; In the case of a shareholder being a foreign organization, the copy enterprise registration certificate or equivalent document must have been consularized.
(c) Certificate of registration of investment applicable to foreign investors as stipulated in the Law on Investment.
1. Name of the enterprise.
2. Address of the head office of the enterprise; telephone number, facsimile number, email (if any).
3. Lines of business.
4. Charter capital; investment capital of the owner of the private enterprise.
5. Classes of shares, par value of shares of each class and total number of shares of each class which may be offered for sale in the case of a shareholding company.
6. Information about registration of tax.
7. Number of employees.
8. Full name, signature, permanent residential address, nationality and number of citizen's identity card, people's identity card, passport or other lawful personal identification of the owner of the private enterprise or of unlimited liability partners.
9. Full name, signature, permanent residential address, nationality and number of citizen's identity card, people’s identity card, passport or other lawful personal identification of the legal representative of the enterprise in the case of a limited liability company or shareholding company.
1. The charter of a company comprises the charter upon enterprise registration and the amended charter during the course of operation. The charter of a company shall contain the following main contents:
(a) Names and head office address of the company; names and addresses of branches and representative offices (if any);
(b) Lines of business;
(c) Charter capital, total number of shares, classes of shares and par value of shares of each class in the case of a shareholding company;
(d) Full names, addresses, nationalities and other basic characteristics of unlimited liability partners in the case of a partnership; of the company owner or of members in the case of a limited liability company; of founding shareholders in the case of a shareholding company; share of capital contribution and its value for each member in the case of a limited liability company or a partnership; number of shares, classes of shares, par value of shares of each class of founding shareholders;
(dd) Rights and obligations of members in the case of a limited liability company or a partnership; of shareholders in the case of a shareholding company;
(e) Organizational and managerial structure;
(g) Legal representative in the case of a limited liability company or a shareholding company;
(h) Procedures for passing decisions of the company; rules for resolution of internal disputes;
(i) Bases and methods of calculating remuneration, wages and bonuses of managers and inspectors;
(k) Circumstances in which a member has the right to require the company to redeem its share of capital contribution in the case of a limited liability company or its shares in the case of a shareholding company;
(l) Rules for distribution of after-tax profit and dealing with losses in the business;
(m) Circumstances for dissolution, procedures for dissolution and procedures for liquidation of the assets of the company;
(n) Procedures for amendments of or additions to the charter of the company.
2. The charter upon enterprise registration must contain full names and signatures of the following persons:
(a) All unlimited liability partners in the case of a partnership;
(b) The company owner(s) being individual(s) or the legal representative of the company owner(s) being organization(s) in the case of a one [single] member limited liability company;
(c) The member(s) being individual(s) and the legal representative or the authorized representative(s) of the member(s) being organization(s) in the case of a limited liability company with two or more members [multi-member];
(d) The founding shareholder(s) being individual(s) and the legal representative or the authorized representative(s) of the founding shareholder(s) being organization(s) in the case of a shareholding company.
3. The amended charter must contain full names and signatures of the following persons:
(a) The chairman of the Partners' Council in the case of a partnership;
(b) The owner, the legal representative of the owner or the legal representative in the case of a one member limited liability company;
(c) The legal representative in the case of a limited liability company with two or more members or a shareholding company.
The list of members of a limited liability company or partnership and the list of founding shareholders and shareholders being foreign investors in the case of a shareholding company must be prepared and contain the following main details:
1. Full names, signatures, addresses, nationalities, permanent residential addresses and other basic characteristics of members being individuals in the case of a limited liability company or a partnership; of founding shareholders and shareholders being foreign investors who are individuals in the case of a shareholding company;
2. Names, enterprise code numbers and head office addresses of members being organizations in the case of a limited liability company or partnership; of founding shareholders and shareholders being foreign investors which are organizations in the case of a shareholding company;
3. Full names, signatures, addresses, nationalities and permanent residential addresses of authorized representatives or legal representatives of members being organizations in the case of a limited liability company; and of founding shareholders and shareholders being foreign investors which are organizations in the case of a shareholding company;
4. Share of capital contribution and its value, type of assets, quantity, value of each type of asset contributed as capital, time schedule for contribution of share of capital contribution by each member in the case of a limited liability company or a partnership; number of shares, classes of shares, types of assets, quantity of assets and value of each type of asset contributed as share capital by each founding shareholder and shareholder being a foreign investor in the case of a shareholding company.
1. The person establishing an enterprise or an authorized person shall send an application file for enterprise registration to the business registration office as stipulated in this Law.
2. The business registration office is responsible to consider the validity of the application file and shall issue an enterprise registration certificate within three working days from the date of receipt of the file. In the case of refusal to issue such certificate, the enterprise registration office must notify the person establishing the enterprise in writing thereof. Such notice must specify the reasons and amendments or additions to the file which are required.
3. The Government shall provide detailed regulations on the sequence, procedures and application files for enterprise registration and on inter-service co-ordination between agencies during issuance of enterprise registration certificates, on labour registration, on social insurance and on enterprise registration via electronic information networks.
1. An enterprise shall be issued with an enterprise registration certificate if it satisfies all of the following conditions:
(a) Its registered line of business is not prohibited from business investment;
(b) The name of the enterprise complies with the provisions of articles 38, 39, 40 and 42 of this Law;
(c) It has a valid application file for enterprise registration;
(d) It has paid in full the enterprise registration fee as stipulated by the law on charges and fees.
2. If the enterprise registration certificate is lost, ruined, damaged or destroyed in any other form, the enterprise shall be re-issued with an enterprise registration certificate and must pay fees in accordance with the law on charges and fees.
1. Name of the enterprise and enterprise code number.
2. Head office address of the enterprise.
3. Full name, permanent residential address, nationality and number of citizen's identity card, people’s identity card, passport or other lawful personal identification of the legal representative of the enterprise in the case of a limited liability company or shareholding company; and of unlimited liability partners in the case of a partnership, and of the owner of the enterprise in the case of a private enterprise; full names, permanent residential addresses, nationalities, number of citizen's identity cards, people's identity cards, passports or other lawful personal identification of members being individuals; names,
enterprise code numbers and head office addresses of members being organizations in the case of a limited liability company.
4. Charter capital.
1. Enterprise code number means a row of numbers created by the national system of information about enterprise registrat
