Enterprise Law 2020

THE LAW

ENTERPRISE

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Enterprise Law.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Law provides for the establishment, management organization, reorganization, dissolution and related activities of enterprises, including limited liability companies, joint-stock companies, partnerships and enterprises. private industry; regulations on groups of companies.

Article 2. Subject of application

1. Enterprise.

2. Agencies, organizations and individuals involved in the establishment, management, reorganization, dissolution and related activities of enterprises.

Article 3. Application of the Enterprise Law and other laws

Where other laws have specific provisions on the establishment, organization and management, reorganization, dissolution and related activities of enterprises, the provisions of such law shall apply.

Article 4. Explain words

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

1. Copy is a document that is copied from the original book or authenticated from the original by a competent agency or organization or has been compared with the original.

2. Foreign individuals is the holder of a document identifying foreign nationality.

3. Shareholder is an individual or organization that owns at least one share of a joint-stock company.

4. Founding partner is a shareholder owning at least one common share and signing in the list of founding shareholders of a joint-stock company.

5. Dividend is the net profit paid per share in cash or other assets.

6. the Company including limited liability companies, joint stock companies and partnerships.

7. Limited liability company including one member limited liability companies and two or more members limited liability companies.

8. National portal about business registration is an electronic portal used for business registration via electronic information networks, disclosure of information on business registration and access to information on business registration.

9. National Business Registration Database is a collection of data on business registration nationwide.

10 Business & Investment means an organization with its own name, assets, and transaction office, established or registered for establishment in accordance with law for business purposes.

11 State enterprises including enterprises in which more than 50% of charter capital is held by the State, the total number of shares with voting rights as prescribed in Article 88 of this Law.

12 Vietnamese company means an enterprise established or registered for establishment in accordance with Vietnamese law and having its head office in Vietnam.

13 Contact address is the registered address of the head office for the organization; address of permanent residence or place of work or other address of the individual with whom he or she is registered with the enterprise as a contact address.

14 Market price of contributed capital or shares is the transaction price on the market at the previous time, the price agreed between the seller and the buyer, or the price determined by a price appraisal organization.

15 Certificate of business registration is a paper or electronic document that records information on business registration that the Business Registration Authority grants to an enterprise.

16 Legal documents of individuals is one of the following papers: citizen identification card, people's identity card, passport, other lawful personal identification papers.

17 Legal documents of the organization is one of the following papers: Establishment decision, Certificate of enterprise registration, other equivalent documents.

18 Capital contribution means the contribution of assets to form the charter capital of the company, including capital contribution to establish the company or additional contribution to the charter capital of an already established company.

19 National information system on business registration including National Information Portal on enterprise registration, National database on enterprise registration, related database and system technical infrastructure.

20 Valid documents means a dossier containing all the papers prescribed by this Law and the contents of such papers fully declared in accordance with the provisions of law.

21 Business is the continuous performance of one, several or all stages of the process from investment, production to consumption of products or provision of services in the market for the purpose of seeking profit.

22 Person with family relationship include: wife, husband, biological father, natural mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law, brother-in-law, biological sister, younger brother biological brother, brother-in-law, brother-in-law, sister-in-law, sister-in-law, brother-in-law of the wife, brother-in-law of husband, biological sister of wife, biological sister of husband, brother-in-law of wife, brother-in-law of husband.

23 Relevant person means an individual or organization having a direct or indirect relationship with an enterprise in the following cases:

a) The parent company, the manager and the legal representative of the parent company and the person competent to appoint the manager of the parent company;

b) Subsidiaries, managers and legal representatives of subsidiaries;

c) Individuals, organizations or groups of individuals or organizations that have the ability to dominate the operation of such enterprise through ownership, acquisition of shares, contributed capital or through decision-making of the company;

d) Enterprise managers, legal representatives, controllers;

dd) Wife, husband, biological father, natural mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father-in-law, mother-in-law, biological child, adopted child, son-in-law, daughter-in-law, biological brother, sister-in-law, younger sister , brother-in-law, brother-in-law, sister-in-law, sister-in-law of the company manager, legal representative, controller, members and shareholders owning contributed capital or controlling shares;

e) The individual is the authorized representative of the company or organization specified at Points a, b and c of this Clause;

g) Enterprises in which individuals, companies or organizations specified at Points a, b, c, d, dd and e of this Clause possess to the extent that they dominate the decision making of the company.

24 Business manager means a manager of a private enterprise and a manager of a company, including the owner of a private enterprise, a general partner, the chairman of the Members' Council, a member of the Members' Council, the president of the company, the chairman of the Association Board of Directors, members of the Board of Directors, Director or General Director and individuals holding other managerial positions as prescribed in the company's charter.

25 Business founders means an individual or organization that establishes or contributes capital to establish an enterprise.

26 Foreign investor are individuals or organizations in accordance with the Law on Investment.

27 Capital contribution is the total value of assets of a member who has contributed or committed to contribute to a limited liability company or partnership. The ratio of contributed capital is the ratio between the contributed capital of a member and the charter capital of a limited liability company or a partnership.

28 Public products and services are products or services essential to the socio-economic life of the country, locality or population community that the State needs to ensure for the common interest or to ensure national defense, security and production. , providing these products and services according to the market mechanism is difficult to cover costs.

29 Company member means an individual or organization that owns part or all of the charter capital of a limited liability company or partnership.

30 Member of a partnership company including general partners and capital contributors.

31 Business reorganization is the division, separation, consolidation, merger or transformation of an enterprise.

32 Foreign organization is an organization established in a foreign country under foreign law.

33 Capital with voting rights means the contributed capital or shares, whereby the owner has the right to vote on matters falling within the deciding competence of the Members' Council or the General Meeting of Shareholders.

34 Authorized capital is the total value of assets contributed or committed by the company's members and owners when establishing a limited liability company or partnership; is the total par value of shares sold or registered for purchase upon the establishment of a joint stock company.

Article 5. State guarantees for enterprises and business owners

1. The State recognizes the long-term existence and development of all types of enterprises specified in this Law; ensuring equality before the law of enterprises, regardless of ownership form and economic sectors; recognize the legitimate profitability of business activities.

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

3. Lawful assets and investment capital of the enterprise and its owner shall not be nationalized or confiscated by administrative measures. In cases where it is absolutely necessary, the State requisitions or requisitions assets of enterprises, they shall be paid and compensated according to the provisions of law on property requisition and requisition. The payment and compensation must ensure the interests of the enterprise and do not discriminate between types of enterprises.

Article 6. Political organizations, socio-political organizations and representative organizations of employees at grassroots in enterprises

1. Political organizations, socio-political organizations and employee representative organizations at grassroots level in enterprises operate in accordance with the Constitution, laws and the organization's charter.

2. Enterprises are obliged to respect and must not obstruct or cause difficulties to the establishment of political organizations, socio-political organizations and representative organizations of employees at grassroots in enterprises; must not obstruct or cause difficulties for employees to participate in activities in these organizations.

Article 7. Rights of enterprises

1. Freedom to do business in industries and trades not prohibited by law.

2. Business autonomy and choice of business organization form; proactively select industries, occupations, geographical areas and business forms; proactively adjust the scale and business lines.

3. Select the form and method of mobilizing, allocating and using capital.

4. Freedom to find markets, customers and sign contracts.

5. Export and import business.

6. Recruit, hire and employ workers in accordance with the labor law.

7. Actively applying science and technology to improve business efficiency and competitiveness; have intellectual property rights protected in accordance with the law on intellectual property.

8. Possessing, using and disposing of assets of the enterprise.

9. Refuse requests of agencies, organizations and individuals to provide resources not in accordance with law.

10. Complaints and participate in legal proceedings in accordance with law.

11. Other rights as prescribed by law.

Article 8. Obligations of enterprises

1. Satisfy the conditions for business investment when conducting conditional business lines; sectors and trades subject to conditional market access for foreign investors in accordance with law and ensure that those conditions are maintained throughout the course of business operations.

2. To fully and promptly fulfill obligations on enterprise registration, registration of changes in enterprise registration contents, disclosure of information on the establishment and operation of enterprises, reports and other obligations according to regulations. provisions of this Law.

3. Take responsibility for the truthfulness and accuracy of the information declared in the enterprise registration dossier and reports; in case the information declared or reported is inaccurate or incomplete, it must promptly amend and supplement such information.

4. To organize the accounting work, pay taxes and fulfill other financial obligations according to the provisions of law.

5. Ensuring the lawful and legitimate rights and interests of employees in accordance with law; non-discriminatory, insulting the honor and dignity of employees in the enterprise; do not mistreat labor, force labor or use juvenile labor illegally; support and create favorable conditions for employees to participate in training to improve professional qualifications and skills; implement policies and regimes of social insurance, unemployment insurance, health insurance and other insurance for employees according to the provisions of law.

6. Other obligations as prescribed by law.

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

1. Rights and obligations of enterprises are specified in Article 7, Article 8 and other relevant provisions of this Law.

2. To account and offset costs according to the prices prescribed by the law on bidding or collect fees for using services according to regulations of competent state agencies.

3. To be guaranteed the appropriate product and service delivery time to recover the investment capital and make a reasonable profit.

4. To supply products and services in sufficient quantity, with correct quality and within the committed time limit at prices or charges set by competent state agencies.

5. Ensure fair and favorable conditions for customers.

6. Take responsibility before the law and customers for the quantity, quality, supply conditions and prices, charges for products and services provided.

Article 10. Criteria, rights and obligations of social enterprises

1. Social enterprises must meet the following criteria:

a) Being an enterprise registered for establishment in accordance with this Law;

b) Operational objectives are to solve social and environmental problems for the benefit of the community;

c) Use at least 51% of the total annual profit after tax of the enterprise for reinvestment in order to realize the registered target.

2. In addition to the rights and obligations of enterprises as prescribed in this Law, social enterprises have the following rights and obligations:

a) Owners and managers of social enterprises may consider, facilitate and assist in the issuance of relevant permits, certificates and certificates in accordance with law;

b) To mobilize and receive funding from individuals, enterprises, non-governmental organizations and other Vietnamese and foreign organizations to cover management and operating expenses of the enterprise;

c) Maintain operational objectives and conditions specified at Points b and c, Clause 1 of this Article throughout the operation process;

d) Funds raised cannot be used for other purposes than to cover management and operational costs to solve social and environmental problems that the enterprise has registered;

dd) In case of receiving incentives and support, the social enterprise must annually report to the competent authority on the operation of the enterprise.

3. Social enterprises must notify competent authorities when they terminate the achievement of social and environmental goals or do not use profits for reinvestment as prescribed at Points b and c, Clause 1 of this Article. .

4. The State has policies to encourage, support and promote the development of social enterprises.

5. The Government shall detail this Article.

Article 11. Record keeping regime of enterprises

1. Depending on the type, the enterprise must keep the following documents:

a) The company's charter; internal management regulations of the company; register of members or register of shareholders;

b) Diploma of protection of industrial property rights; certificate of product, goods and service quality registration; other licenses and certificates;

c) Documents and papers certifying the ownership of the company's assets;

d) Voting sheets, minutes of vote counting, minutes of meetings of the Members' Council, the General Meeting of Shareholders, the Board of Directors; business decisions;

dd) Prospectus for securities offering or listing;

e) Reports of the Control Board, conclusions of inspection agencies, conclusions of auditing organizations;

g) Accounting books, accounting vouchers, annual financial statements.

2. The enterprise must keep the documents specified in Clause 1 of this Article at its head office or at another location specified in the company's charter; the retention period shall comply with the provisions of law.

Article 12. Legal representative of enterprises

1. The legal representative of an enterprise is an individual representing the enterprise to exercise the rights and obligations arising from the transaction of the enterprise, representing the enterprise in the capacity of a requester for settlement of civil matters. parties, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts and other rights and obligations as prescribed by law.

2. Limited liability companies and joint stock companies may have one or more legal representatives. The company's charter specifies the number and management titles and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company's charter shall specify the rights and obligations of each legal representative. In case the division of rights and obligations of each legal representative has not been clearly stated in the company's charter, each legal representative of the company shall be the competent representative of the enterprise before the party. Tuesday; all legal representatives must be jointly responsible for damage caused to the enterprise in accordance with the provisions of the civil law and other relevant laws.

3. Enterprises must always have at least one legal representative residing in Vietnam. When there is only one legal representative remaining in Vietnam, this person must, when leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and perform the obligations of the representative. legal. In this case, the legal representative is still responsible for the performance of the authorized rights and obligations.

4. In case the time limit for authorization specified in Clause 3 of this Article expires, but the legal representative of the enterprise has not returned to Vietnam and has no other authorization, the following provisions shall apply:

a) The authorized person continues to exercise the rights and obligations of the legal representative of the private enterprise until the legal representative of the enterprise returns to work at the enterprise;

b) The authorized person continues to exercise the rights and obligations of the legal representative of the limited liability company, joint stock company or partnership until the legal representative of the company the company returns to work at the company or until the company owner, the Members' Council, the Board of Directors decide to appoint another person to act as the legal representative of the enterprise.

5. Except for the case specified in Clause 6 of this Article, for an enterprise, there is only one legal representative and this person is absent from Vietnam for more than 30 days without authorizing another person to exercise his/her rights and obligations. of the legal representative of the enterprise or dies, is missing, is being examined for penal liability, is held in custody, is serving a prison sentence, is serving administrative handling measures at the detention center. Compulsory addiction, compulsory education institution, restricted or incapacitated civil act, difficulty in cognition or behavior control, ban from holding certain posts, practicing profession or working as an employee by the Court. For certain tasks, the company owner, the Members' Council or the Board of Directors shall appoint another person to act as the company's legal representative.

6. For a limited liability company with two members, if any member who is an individual as the legal representative of the company dies, is missing, is being examined for penal liability, is detained, are serving prison sentences, are serving administrative handling measures at compulsory detoxification establishments, compulsory education institutions, have fled their residences, are restricted or have lost their civil act capacity, have If the member has difficulty in perception or behavior control, is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs, the remaining members will automatically act as the legal representative of the company until there is a new decision of the Members' Council on the company's legal representative.

7. Courts and other competent procedure-conducting agencies have the right to appoint legal representatives to participate in procedures in accordance with law.

Article 13. Responsibilities of the legal representative of the enterprise

1. The legal representative of an enterprise has the following responsibilities:

a) To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the legitimate interests of the enterprise;

b) Loyalty to the interests of the enterprise; not abuse their position and position and use information, know-how, business opportunities and other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) To promptly, fully and accurately notify the enterprise of the enterprise of which they and their related persons own or have shares or contributed capital in accordance with this Law.

2. The legal representative of the enterprise shall be personally liable for damage to the enterprise due to the violation of the liability specified in Clause 1 of this Article.

Article 14. The authorized representative of the company's owner, member or shareholder being an organization

1. The authorized representative of the owner, member or shareholder of the company being an organization must be an individual authorized in writing in the name of such owner, member or shareholder to exercise his/her rights and obligations. services in accordance with this Law.

2. Unless otherwise provided for in the company's charter, the appointment of an authorized representative shall comply with the following provisions:

a) An organization being a member of a limited liability company with two or more members owning at least 35% of the charter capital may authorize a maximum of 03 authorized representatives;

b) An organization being a shareholder of a joint-stock company that owns at least 10% of the total number of ordinary shares may authorize a maximum of 03 authorized representatives.

3. If the owner, member or shareholder of the company is an organization, appointing more than one authorized representative, it must specify the amount of capital contribution and number of shares for each authorized representative. In case the owner, member, or shareholder of the company does not determine the corresponding capital contribution and number of shares for each authorized representative, the contributed capital and number of shares will be equally divided among all representatives. authorized representative.

4. The document appointing an authorized representative must be notified to the company and take effect for the company only from the date the company receives the document. A document appointing an authorized representative must contain the following principal contents:

a) Name, enterprise identification number, and head office address of the owner, member or shareholder;

b) Number of authorized representatives and proportion of shares ownership, respective capital contribution of each authorized representative;

c) Full name, contact address, nationality, number of legal papers of each individual authorized representative;

d) The respective authorization duration of each authorized representative; stating the date of commencement of representation;

dd) Full name and signature of the legal representative of the owner, member, shareholder and the authorized representative.

5. An authorized representative must meet the following criteria and conditions:

a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;

b) Members and shareholders being state enterprises as prescribed at Point b, Clause 1, Article 88 of this Law may not appoint family members of the company manager and of the person competent to appoint such managers. managing the company as a representative at another company;

c) Other standards and conditions prescribed by the company's charter.

Article 15. Responsibilities of the representative as authorized by the owner, member, or shareholder of the company being an organization

1. The authorized representative on behalf of the owner, member or shareholder of the company shall exercise the rights and perform the obligations of the owner, member and shareholder at the Members' Council or the General Meeting of Shareholders in accordance with regulations. provisions of this Law. Any restrictions of the owner, member or shareholder of the authorized representative in the exercise of rights and obligations of the respective owner, member or shareholder at the Board of members, the General shareholders' meetings are not valid for third parties.

2. The authorized representative is responsible for attending all meetings of the Members' Council and the General Meeting of Shareholders; perform the authorized rights and obligations honestly, carefully and in the best way, protecting the legitimate interests of the owners, members, and shareholders appointing representatives.

3. The authorized representative is responsible to the owner, member, or shareholder who appoints the representative for violating the responsibilities specified in this Article. Owners, members and shareholders appoint representatives to be responsible before third parties for arising liabilities related to rights and obligations performed through authorized representatives.

Article 16. Prohibited acts

1. Issuing or refusing to grant an enterprise registration certificate, requesting enterprise founders to submit additional papers contrary to the provisions of this Law; causing delay, trouble, hindrance and harassment of enterprise founders and business activities of enterprises.

2. Preventing owners, members and shareholders of the enterprise from exercising their rights and performing their obligations in accordance with this Law and the company's charter.

3. Doing business in the form of an enterprise without registration or continuing to do business when the Certificate of Business Registration has been revoked or the enterprise is being suspended from business operations.

4. Declaring untruthfully or inaccurately the contents of the enterprise registration dossier and the contents of the application for registration of changes in enterprise registration contents.

5. False declaration of charter capital, failure to contribute the full amount of charter capital as registered; intentionally valuing the assets contributed as capital at the wrong value.

6. Trading in lines and trades banned from business investment; business lines and trades not yet accessible to the market for foreign investors; conducting business in conditional business lines when the business conditions are not satisfied as prescribed by law or the conditions for business investment are not maintained during the operation.

7. Fraud, money laundering, terrorist financing.

Chapter II

BUSINESS ESTABLISHMENT

Article 17. Right to establish, contribute capital, purchase shares, purchase capital contributions and manage enterprises

1. Organizations and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of this Law, except for the case specified 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 the people's armed forces use state assets to establish profit-making enterprises for their own agencies or units;

b) Cadres, civil servants and public employees according to the provisions of the Law on Cadres and Civil servants and the Law on Public Employees;

c) Officers, non-commissioned officers, professional soldiers, defense workers and officers in agencies and units of the Vietnam People's Army; officers, professional non-commissioned officers, public security workers in agencies and units of the Vietnam People's Public Security, except those appointed as authorized representatives to manage the State's capital contribution in enterprises. or management at a state-owned enterprise;

d) Professional leaders and managers in state-owned enterprises as prescribed at Point a, Clause 1, Article 88 of this Law, except for persons appointed as authorized representatives to manage the State's contributed capital in Vietnam. other enterprises;

d) Minors; persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control; organizations without legal status;

e) Persons who are being examined for penal liability, are detained, are serving prison sentences, are serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments or are being prosecuted by the Court. ban from holding certain posts, practicing certain professions or doing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Anti-corruption.

At the request of the business registration authority, the enterprise establishment registrant must submit a judicial record card to the business registration authority;

g) Organizations being commercial legal entities are prohibited from doing business or operating in certain fields under the provisions of the Penal Code.

3. Organizations and individuals have the right to contribute capital, purchase shares or purchase capital contributions to joint-stock companies, limited liability companies and partnerships in accordance with this Law, except for the following cases:

a) State agencies and units of the people's armed forces use state assets to contribute capital to enterprises for their own profit;

b) Subjects not allowed to contribute capital to enterprises under the provisions of the Law on Cadres and Civil servants, the Law on Public Officials, and the Law on Anti-corruption.

4. Private profit for their agency or unit specified at Point a, Clause 2 and Point a, Clause 3 of this Article is the use of income in any form obtained from business activities, from capital contribution or share purchase. shares, purchase capital contributions for one of the following purposes:

a) Distributing in any form to some or all of the persons specified at Points b and c, Clause 2 of this Article;

b) Supplementing to the operating budget of the agency or unit in contravention of the law on state budget;

c) Establish a fund or supplement it to the fund to serve the private interests of the agency or unit.

Article 18. Contract before enterprise registration

1. Enterprise founders may sign contracts to serve the establishment and operation of the enterprise before and during the business registration process.

2. In case an enterprise registration certificate is granted, the enterprise must continue to perform the rights and obligations arising from the signed contract specified in Clause 1 of this Article and the parties must perform the transfer of rights. , contractual obligations under the Civil Code, unless otherwise agreed in the contract.

3. In case the enterprise is not granted an enterprise registration certificate, the person signing the contract as prescribed in Clause 1 of this Article shall be responsible for the performance of the contract; In case another person participates in the establishment of the enterprise, they are jointly responsible for the performance of such contract.

Article 19. Dossier for registration of a private enterprise

1. An application for enterprise registration.

2. A copy of the individual's legal papers, for the owner of a private enterprise.

Article 20. Dossiers for registration of partnerships

1. An application for enterprise registration.

2. The company's charter.

3. List of members.

4. Copies of legal papers of individuals for members.

5. A copy of the Investment Registration Certificate, for foreign investors in accordance with the Law on Investment.

Article 21. Application for registration of a limited liability company

1. An application for enterprise registration.

2. The company's charter.

3. List of members.

4. Copies of the following papers:

a) Legal papers of individuals, for members being individuals or legal representatives;

b) Legal documents of the organization for members being an organization and the document appointing an authorized representative; legal papers of individuals for authorized representatives of members being organizations.

For members being foreign organizations, copies of legal papers of the organization must be consularly legalized;

c) Investment registration certificate for foreign investors in accordance with the Law on Investment.

Article 22. Application for registration of a joint stock company

1. An application for enterprise registration.

2. The company's charter.

3. List of founding shareholders; list of shareholders who are foreign investors.

4. Copies of the following papers:

a) Personal legal papers for founding shareholders and shareholders being foreign investors who are individuals or legal representatives;

b) Legal documents of the organization for shareholders being an organization and the document appointing an authorized representative; legal papers of individuals for authorized representatives of founding shareholders and shareholders being foreign investors are organizations.

For shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;

c) Investment registration certificate for foreign investors in accordance with the Law on Investment.

Article 23. Contents of enterprise registration application

An application for enterprise registration includes the following principal contents:

1. Business name;

2. Address of the head office of the enterprise, phone number; fax number, email (if any);

3. Business lines and lines;

4. Charter capital; investment capital of private business owners;

5. Types of shares, par value of each type of share and total number of shares entitled to offer for sale of each type of share, for joint-stock companies;

6. Tax registration information;

7. Expected number of employees;

8. Full name, signature, contact address, nationality, legal document information of the individual, for the owner of the private enterprise and general partner of the partnership;

9. Full name, signature, contact address, nationality, information on legal papers of the individual, for the legal representative of the limited liability company or joint-stock company.

Article 24. Charter of the company

1. The company's charter includes the charter upon business registration and the amended and supplemented charter in the course of operation.

2. The company's charter includes the following principal contents:

a) Name and address of the head office of the company; name, address of branch and representative office (if any);

b) Business lines;

c) Charter capital; total number of shares, types of shares and par value of each type of shares, for joint-stock companies;

d) Full name, contact address and nationality of the general partner, in the case of a partnership; of the company owner, members, for limited liability companies; of founding shareholders for joint-stock companies. Share of capital and value of contributed capital of each member for limited liability companies and partnerships. Number of shares, types of shares, par value of each type of shares of founding shareholders, for joint-stock companies;

dd) Rights and obligations of members with respect to limited liability companies and partnerships; of shareholders for joint-stock companies;

e) Organizational and management structure;

g) Number and title of manager and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;

h) Procedures for passing decisions of the company; internal dispute settlement principles;

i) Bases and methods for determining salary, remuneration and bonus of managers and controllers;

k) In the case of members, shareholders have the right to request the company to buy back the contributed capital in the case of a limited liability company or shares in the case of a joint-stock company;

l) Principles of profit sharing after tax and handling of business losses;

m) In case of dissolution, order of dissolution and procedures for liquidation of company assets;

n) Procedures for amending and supplementing the company's charter.

3. The company's charter when registering an enterprise must include the full names, names and signatures of the following people:

a) General partners, for partnerships;

b) The company owner is an individual or the legal representative of the company owner being an organization, for a one-member limited liability company;

c) The member is an individual and the legal representative or authorized representative of the member being an organization, for limited liability companies with two or more members;

d) Founding shareholder being an individual and the legal representative or authorized representative of the founding shareholder being an organization, in the case of a joint-stock company.

4. The company's charter to be amended or supplemented must include the full names, names and signatures of the following people:

a) Chairman of the Members' Council, for partnerships;

b) The owner, the owner's legal representative or the legal representative of a one-member limited liability company;

c) Legal representative for limited liability companies with two or more members and joint stock companies.

Article 25. List of members of limited liability companies, partnerships, list of founding shareholders and shareholders being foreign investors, for joint-stock companies

The list of members of a limited liability company, a partnership, a list of founding shareholders and shareholders being foreign investors, for a joint-stock company must include the following principal details:

1. Full name, signature, nationality and contact address of individual members, for limited liability companies and partnerships; of founding shareholders and shareholders being foreign investors as individuals, for joint-stock companies;

2. Name, enterprise identification number and head office address of the member being an organization, for limited liability companies and partnerships; of founding shareholders and shareholders being foreign investors as organizations, for joint-stock companies;

3. Full name, signature, nationality and contact address of the legal representative or authorized representative of the member being an organization, in the case of a limited liability company; of founding shareholders and shareholders being foreign investors as organizations, for joint-stock companies;

4. Capital contribution, value of contributed capital, percentage of ownership, type of assets, quantity of assets, value of each type of asset contributed as capital, time limit for capital contribution by each member to the company limited liability, partnership; the number of shares, types of shares, percentage of share ownership, types of assets, quantity of assets, value of each type of assets contributed as capital, time limit for capital contribution of each founding shareholder and shareholder being a shareholder. foreign investment in joint stock companies.

Article 26. Order and procedures for enterprise registration

1. The person establishing an enterprise or an authorized person shall register the enterprise with the business registration authority by the following methods:

a) Register the business directly at the business registration agency;

b) Enterprise registration via postal service;

c) Enterprise registration via electronic information network.

2. Enterprise registration via electronic information network means that the founder of an enterprise submits an application for enterprise registration via the electronic information network at the National Enterprise Registration Portal. An enterprise registration dossier via an electronic information network includes data as prescribed by this Law and is presented in an electronic document. An enterprise registration dossier via electronic information network has the same legal value as a paper-based enterprise registration dossier.

3. Organizations and individuals have the choice to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register businesses via electronic information networks.

4. Business registration account means an account created by the National Information System on Business Registration and granted to individuals to carry out business registration via the electronic information network. Individuals who are granted a business registration account are responsible before the law for the registration to be granted and the use of the business registration account for business registration via the electronic information network.

5. Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the enterprise registration dossier and grant the enterprise registration; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended and supplemented to the enterprise founder. In case of refusal to register an enterprise, it must notify in writing the enterprise founder and clearly state the reasons therefor.

6. The Government shall stipulate dossiers, order, procedures and communication in enterprise registration.

Article 27. Issuance of Certificate of Business Registration

1. An enterprise shall be granted an enterprise registration certificate when it fully meets the following conditions:

a) The registered business lines are not banned from business investment;

b) The enterprise's name is named in accordance with the provisions of Articles 37, 38, 39 and 41 of this Law;

c) Having a valid enterprise registration dossier;

d) Fully pay the business registration fee in accordance with the law on fees and charges.

2. If the enterprise registration certificate is lost, damaged or otherwise destroyed, the enterprise shall be re-granted the enterprise registration certificate and must pay the fees as prescribed by law.

Article 28. Contents of the Certificate of Business Registration

An enterprise registration certificate includes the following principal contents:

1. Enterprise name and enterprise code;

2. Address of the head office of the enterprise;

3. Full name, contact address, nationality, number of legal papers of the individual, for the legal representative of limited liability companies and joint stock companies; for general partners of a partnership company; for business owners of private enterprises. Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise identification number and head office address of the member being an organization, for limited liability companies;

4. Charter capital for companies, investment capital for private enterprises.

Article 29. Enterprise identification number

1. Enterprise code is a series of numbers created by the National Information System on Business Registration, issued to an enterprise upon its establishment and recorded on its Certificate of Business Registration. Each business has a unique code that cannot be reused for another business.

2. Enterprise identification numbers are used to fulfill tax obligations, administrative procedures and other rights and obligations.

Article 30. Registration of changes to the enterprise registration certificate

1. An enterprise must register with the business registration authority when changing the contents of its enterprise registration certificate as prescribed in Article 28 of this Law.

2. Enterprises are responsible for registering changes to the contents of the Certificate of Business Registration within 10 days from the date of change.

3. Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the application and issue a new Certificate of Business Registration; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended or supplemented to the enterprise. In case of refusal to issue a new Certificate of Business Registration, a written notice must be given to the enterprise, clearly stating the reasons therefor.

4. Registration of changes to the contents of the Certificate of Business Registration under the decision of the Court or Arbitration shall be carried out according to the following order and procedures:

a) The applicant for registration of changes in the contents of the enterprise registration certificate shall send the request for registration of changes to the competent business registration agency within 15 days from the date of the court judgment or decision. legally effective judgment or an effective arbitral award. The registration dossier must be enclosed with a copy of the legally effective court judgment or decision or the effective arbitral award;

b) Within 03 working days from the date of receipt of the registration request specified at point a of this clause, the business registration authority shall consider and issue a new business registration certificate according to the contents of the business registration certificate. legally effective court judgments or decisions or effective arbitration awards; in case the application is not valid, the business registration agency must notify in writing the content to be amended or supplemented to the change registration requester. In case of refusal to issue a new enterprise registration certificate, it must notify in writing the change requester clearly stating the reason.

5. The Government shall stipulate the dossiers, order and procedures for registration of changes in the contents of the Enterprise Registration Certificate.

Article 31. Notice of change of enterprise registration contents

1. An enterprise must notify the business registration agency when it changes one of the following contents:

a) Line of business;

b) Founding shareholders and shareholders being foreign investors, for joint-stock companies, except for listed companies;

c) Other contents in the enterprise registration dossier.

2. Enterprises are responsible for notifying changes to business registration contents within 10 days from the date of change.

3. The joint stock company must notify in writing the business registration office where the company's head office is located within 10 days from the date of the change to the shareholder being a registered foreign investor. in the register of shareholders of the company. The notice must include the following:

a) Name, enterprise code number, head office address;

b) For shareholders being foreign investors transferring shares: name and address of head office of shareholder being an organization; full name, nationality, contact address of the shareholder being an individual; the number of shares, types of shares and their existing share ownership percentage in the company; number of shares and types of shares to be transferred;

c) For a shareholder being a foreign investor who receives a share transfer: name and address of the head office of the shareholder being an organization; full name, nationality, contact address of the shareholder being an individual; number of shares and types of shares to be transferred; the number of shares, types of shares and their respective percentage of share ownership in the company;

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

4. Within 03 working days from the date of receipt of the notice, the business registration authority shall consider the validity and make changes to the enterprise registration information; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended and supplemented to the enterprise. In case of refusal to amend or supplement information according to the contents of the notice of change of enterprise registration, it must notify the enterprise in writing and clearly state the reasons therefor.

5. Notification of change of business registration information according to a decision of a court or arbitration shall comply with the following order and procedures:

a) Organizations and individuals requesting change of business registration contents shall send a notice of change of registered contents to the competent business registration agency within 10 days from the date of judgment or decision of the competent authority. Legally enforceable court or effective arbitration award. The notice must be enclosed with a copy of the legally effective court judgment or decision or the effective arbitral award;

b) Within 03 working days from the date of receipt of the notice, the business registration agency is responsible for reviewing and making changes to the business registration information according to the content of the court judgment or decision. have legal effect or the arbitral award is valid; in case the application is not valid, the business registration agency must notify in writing the content to be amended or supplemented to the change registration requester. In case of refusal to amend or supplement information according to the contents of the enterprise registration change notice, a written notice must be sent to the change registration requester, clearly stating the reason.

Article 32. Announcement of enterprise registration contents

1. After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Business Registration Portal and pay fees as prescribed by law. The content to be announced includes the contents of the Business Registration Certificate and the following information:

a) Line of business;

b) List of founding shareholders; list of shareholders being foreign investors in the case of a joint-stock company (if any).

2. In case of changes to business registration contents, the corresponding changes must be publicly announced on the National Enterprise Registration Portal.

3. The time limit for publicly announcing information about an enterprise specified in Clauses 1 and 2 of this Article is 30 days from the date of disclosure.

Article 33. Provision of information on enterprise registration contents

1. Organizations and individuals have the right to request the state management agency in charge of business registration and the business registration agency to provide information stored on the national information system on business registration and must pay fees as prescribed by law.

2. The state management agency in charge of business registration and the business registration agency are obliged to provide sufficient and timely information as prescribed in Clause 1 of this Article.

3. The Government shall detail this Article.

Article 34. Assets contributed as capital

1. Assets contributed as capital are Vietnam Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, other assets valuable in Vietnamese Dong. Male.

2. Only individuals and organizations that are lawful owners or have lawful use rights to the property specified in Clause 1 of this Article have the right to use such property to contribute capital as prescribed by law.

Article 35. Transfer of ownership of assets contributed as capital

1. Members of limited liability companies, partnerships and shareholders of joint-stock companies must transfer ownership of assets contributed as capital to the companies according to the following provisions:

a) For assets with registered ownership or land use rights, the capital contributor must carry out procedures to transfer ownership of such property or land use rights to the company in accordance with law. The transfer of ownership or land use rights for assets contributed as capital is not subject to registration fees;

b) For assets without registration of ownership, the capital contribution must be made by handing over the contributed assets certified in writing, unless it is done through an account.

2. The minutes of delivery and receipt of assets contributed as capital must include the following principal details:

a) Name and address of the head office of the company;

b) Full name, contact address, number of legal papers of the individual, number of legal papers of the organization of the capital contributor;

c) Type of asset and number of asset units contributed as capital; the total value of assets contributed as capital and the proportion of the total value of such assets in the charter capital of the company;

d) Date of delivery and receipt; signature of the capital contributor or the authorized representative of the capital contributor and the legal representative of the company.

3. The capital contribution is only considered as complete payment when the lawful ownership of the assets contributed as capital has been transferred to the company.

4. The property used in the business activities of the private enterprise owner is not required to go through the procedures for transferring ownership rights to the enterprise.

5. Payment for all foreign investors' activities of buying, selling, transferring shares and contributed capital, receiving dividends and remitting profits abroad must be made through accounts in accordance with regulations. provisions of the law on foreign exchange management, except for the case of payment by assets and other non-cash forms.

Article 36. Valuation of assets contributed as capital

1. Assets contributed as capital other than Vietnam Dong, freely convertible foreign currencies or gold must be valued by members, founding shareholders or appraisal organizations and expressed in Vietnam Dong.

2. Assets contributed as capital upon enterprise establishment must be valued by founding members and shareholders on the principle of consensus or by a valuation organization. In the case of a valuation organization, the value of assets contributed as capital must be approved by more than 50% of the members and founding shareholders.

In case the assets contributed as capital are valued higher than the actual value of such assets at the time of capital contribution, founding members and shareholders jointly contribute an additional amount equal to the difference between the assessed value and the value of the assets contributed as capital. and actual value of assets contributed as capital at the end of valuation; at the same time jointly responsible for damage caused by intentionally valuing the assets contributed as capital higher than the actual value.

3. Assets contributed as capital in the course of operation shall be agreed upon by the owner, the Members' Council, for limited liability companies and partnerships, and the Board of Directors, for joint-stock companies, and capital contributors. valuation or by a valuation organization. In case the valuation organization makes a valuation, the value of assets contributed as capital must be approved by the capital contributor and owner, the Members' Council or the Board of Directors.

In case the assets contributed as capital are valued higher than the actual value of such assets at the time of capital contribution, the capital contributors, owners, members of the Members' Council, for limited liability companies and companies partnerships, members of the Board of Directors, for joint-stock companies, jointly contribute an additional amount equal to the difference between the assessed value and the actual value of the assets contributed as capital at the time of valuation completion; at the same time jointly responsible for damage caused by the intentional pricing of assets contributed as capital higher than the actual value.

Article 37. Enterprise name

1. The Vietnamese name of an enterprise includes two elements in the following order:

a) Type of enterprise;

b) Personal name.

2. The type of enterprise is written as “limited liability company” or “limited company” for limited liability companies; be written as “joint stock company” or “CP company” in the case of a joint-stock company; written as “partnership” or “HD company” in the case of a partnership; be written as “private enterprise”, “private enterprise” or “private enterprise” for private enterprises.

3. Proper names are written with letters of the Vietnamese alphabet, letters F, J, Z, W, numbers and symbols.

4. The name of an enterprise must be affixed with the head office, branches, representative offices and business locations of the enterprise. Business name must be printed or written on transaction papers, documents and publications issued by the enterprise.

5. Based on the provisions of this Article and Articles 38, 39 and 41 of this Law, the business registration agency has the right to refuse to approve the proposed name of the enterprise.

Article 38. Prohibitions in naming enterprises

1. Naming the same or confusingly with the name of a registered enterprise specified in Article 41 of this Law.

2. Using names of state agencies, units of people's armed forces, names of political organizations, socio-political organizations, socio-political-professional organizations, social organizations, and organizations a social-professional organization to do all or part of the proper name of the enterprise, unless approved by that agency, unit or organization.

3. Using words and signs that violate the historical, cultural, ethical and fine traditions of the nation.

Article 39. Name of enterprise in foreign language and abbreviated name of the enterprise

1. An enterprise name in a foreign language is the name translated from the Vietnamese name into one of the foreign languages ​​in the Latin script. When translating into a foreign language, the enterprise's proper name may remain the same or be translated in the corresponding sense into a foreign language.

2. In case an enterprise has a name in a foreign language, its name in foreign language shall be printed or written with a font size smaller than the Vietnamese name of the enterprise at its head office, branch, representative office, or local address. business point of the enterprise or on transaction papers, documents and publications issued by the enterprise.

3. The abbreviated name of the enterprise is abbreviated from the Vietnamese name or the name in a foreign language.

Article 40. Name of branch, representative office and business location

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

2. The name of the branch, representative office and business location must include the name of the enterprise and the phrase “Branch” in the case of a branch, the phrase “representative office” in the case of a representative office or cluster. from “Business Location” for a business location.

3. The name of the branch, representative office, business location must be written or attached at the branch office, representative office and business location. The name of the branch or representative office is printed or written in a smaller font size than the Vietnamese name of the enterprise on transaction papers, documents and publications issued by the branch or representative office.

Article 41. Duplicate and confusing names

1. Duplicate name is the Vietnamese name of the enterprise applying for registration written exactly the same as the Vietnamese name of the registered enterprise.

2. Cases that are considered confusing names with registered enterprises' names include:

a) The Vietnamese name of the enterprise applying for registration must be read like the name of the registered enterprise;

b) The abbreviated name of the enterprise applying for registration is the same as the abbreviated name of the registered enterprise;

c) The name in a foreign language of the enterprise applying for registration is the same as the name in a foreign language of the registered enterprise;

d) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by a natural number, an ordinal number or a letter in the Vietnamese alphabet, letters F, J, Z, W are written immediately or immediately after the proper name of that enterprise;

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

e) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by the word "tan" immediately before or the word "new" written immediately or immediately after or before the proper name of the enterprise. Registered;

g) The proper name of the enterprise applying for registration is only different from the proper name of an enterprise of the same type already registered by a phrase "Northern", "Southern", "Central", "Western", "Regional". Winter";

h) The proper name of the enterprise is the same as the proper name of the registered enterprise.

3. The cases specified at Points d, dd, e, g and h, Clause 2 of this Article do not apply to subsidiaries of registered companies.

Article 42. Head office of enterprises

The head office of the enterprise is located in the Vietnamese territory, is the contact address of the enterprise and is determined according to the geographical boundaries of the administrative unit; have phone number, fax number and email (if any).

Article 43. Enterprise seal

1. The seal includes the seal made at the stamp engraved establishment or the seal in the form of digital signature according to the provisions of the law on electronic transactions.

2. The enterprise decides on the seal type, quantity, form and content of the seal of the enterprise, its branch, representative office and other units.

3. The management and keeping of the seal shall comply with the company's charter or the regulations promulgated by the enterprise, branch, representative office or other unit of the seal enterprise. Enterprises use stamps in transactions according to law provisions.

Article 44. Branches, representative offices and business locations of enterprises

1. A branch is a dependent unit of an enterprise, tasked with performing all or part of the enterprise's functions, including the function of an authorized representative. The branch's line of business must be consistent with the business line of the enterprise.

2. Representative office is a dependent unit of an enterprise, having the task of representing by authorization for the interests of the enterprise and protecting those interests. Representative offices do not perform business functions of enterprises.

3. Business location is the place where an enterprise conducts specific business activities.

Article 45. Registration of branches and representative offices of enterprises; business location announcement

1. Enterprises have the right to establish branches and representative offices in the country and abroad. An enterprise may set up one or more branches or representative offices in a locality according to the administrative division boundaries.

2. In case of establishment of a branch or representative office in the country, the enterprise shall send the application for registration of operation of the branch or representative office to the business registration authority where the branch or representative office is located. face. Records include:

a) Announcement of the establishment of a branch or representative office;

b) A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch or representative office of the enterprise; copies of legal papers of the individual for the head of the branch or representative office.

3. Within 03 working days from the day on which the application is received, the business registration agency shall consider the validity of the application and issue the Certificate of operation registration of the branch or representative office; In case the application is not valid, the business registration agency must notify in writing the contents that need to be amended and supplemented to the enterprise. In case of refusal to issue a Certificate of operation registration of a branch or representative office, it must notify the enterprise in writing and clearly state the reasons therefor.

4. The enterprise is responsible for registering changes to the contents of the branch or representative office operation registration certificate within 10 days from the date of change.

5. Within 10 days from the date of deciding on the business location, the enterprise shall notify the business location to the business registration agency.

6. The Government shall detail this Article.

Chapter III

LIMITED LIABILITY COMPANY

Section 1. LIMITED LIABILITY COMPANY TWO MEMBERS AND MORE

Article 46. Limited liability companies with two or more members

1. A limited liability company with two or more members is an enterprise with between 02 and 50 members who are organizations or individuals. Members are responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise, except for the case specified in Clause 4, Article 47 of this Law. A member's capital contribution may only be transferred according to the provisions of Articles 51, 52 and 53 of this Law.

2. A limited liability company with two or more members shall have legal status from the date of issuance of the Certificate of Business Registration.

3. A limited liability company with two or more members may not issue shares, except in the case of conversion into a joint stock company.

4. A limited liability company with two or more members may issue bonds in accordance with this Law and other relevant laws; the private placement of bonds must comply with the provisions of Articles 128 and 129 of this Law.

Article 47. Contribution of capital to establish the company and issuance of certificates of capital contribution

1. The charter capital of a limited liability company with two or more members when registering for the establishment of an enterprise is the total value of the contributed capital of the members committed to contribute and stated in the company's charter.

2. Members must contribute capital to the company in full and in the right type of assets committed when registering for business establishment within 90 days from the date of issuance of the Certificate of Business Registration, excluding the time of transportation. , import assets to contribute capital, carry out administrative procedures to transfer property ownership. During this period, the member has rights and obligations in proportion to the committed capital contribution ratio. A member of the company may only contribute capital to the company with an asset other than the committed one if it is approved by more than 50% of the remaining members.

3. After the time limit specified in Clause 2 of this Article, if a member still has not contributed capital or has not fully contributed the committed capital contribution, the member shall be handled as follows:

a) A member who has not yet contributed capital as committed is automatically no longer a member of the company;

b) The member who has not yet fully contributed the committed capital contribution has the rights corresponding to the contributed capital;

c) The uncontributed capital portion of the members is offered for sale according to the resolution or decision of the Members' Council.

4. In case a member has not contributed capital or has not fully contributed the committed capital, the company must register a change in charter capital, the proportion of capital contribution of members equal to the contributed capital within 30 days. From the last day, the capital contribution must be fully contributed as prescribed in Clause 2 of this Article. The members who have not contributed capital or have not fully contributed the committed capital amount shall be responsible in proportion to the committed capital contribution ratio for the financial obligations of the company arising in the period before the date of registration of the company. sign changes to the charter capital and the percentage of contributed capital of members.

5. Except for the case specified in Clause 2 of this Article, the capital contributor becomes a member of the company from the time of payment of the contributed capital and information about the capital contributor specified at Points b, c and dd, Clause 2, Article 48 of this Law is fully recorded in the member register. At the time of full capital contribution, the company must issue a certificate of capital contribution to the member corresponding to the value of the contributed capital.

6. The capital contribution certificate must include the following principal details:

a) Name, enterprise code, address of the head office of the company;

b) Charter capital of the company;

c) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise code or number of legal papers of the organization, head office address, for members being organizations;

d) Share of capital contribution, percentage of capital contribution of members;

dd) Number and date of issuance of the certificate of capital contribution;

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

7. In case the certificate of capital contribution is lost, damaged or otherwise destroyed, the member shall be re-issued with the certificate of capital contribution by the company according to the order and procedures specified in the company's charter. company.

Article 48. Register of members

1. The company must make a member registration book right after it is granted an enterprise registration certificate. The member register can be a paper document, an electronic data collection that records information on ownership of contributed capital of the company's members.

2. The register of members must include the following principal contents:

a) Name, enterprise code, address of the head office of the company;

b) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise code or legal document number of the organization, head office address, for members being an organization;

c) Amount of capital contributed, percentage of contributed capital, time of capital contribution, type of assets contributed as capital, quantity and value of each type of assets contributed as capital;

d) Signature of the member being an individual, the legal representative of the member being an organization;

dd) Number and date of issuance of capital contribution certificate of each member.

3. The company must promptly update changes of members in the member register at the request of the relevant members as prescribed in the company's charter.

4. The register of members is kept at the head office of the company.

Article 49. Rights of members of the Members' Council

1. Members of the Members' Council have the following rights:

a) Attend meetings of the Members' Council, discuss, recommend and vote on issues within the competence of the Members' Council;

b) Having a number of votes corresponding to the capital contribution, except for the case specified in Clause 2, Article 47 of this Law;

c) To receive profits in proportion to the contributed capital after the company has fully paid taxes and fulfilled other financial obligations as prescribed by law;

d) To be divided into the value of the company's remaining assets in proportion to the contributed capital when the company is dissolved or goes bankrupt;

dd) To be given priority to contribute more capital to the company when the company increases its charter capital;

e) To dispose of its capital contribution by transferring part or all of it, giving it as a gift and in other forms as prescribed by law and the company's charter;

g) By themselves or on behalf of the company, sue for civil liability against the Chairman of the Members' Council, the Director or General Director, the legal representative and other managers as prescribed in Article 72 of this Law. this;

h) Other rights as prescribed by this Law and the company's charter.

2. In addition to the rights specified in Clause 1 of this Article, a member or group of members owns 10% or more of the charter capital or a smaller percentage as provided for in the company's charter or in the cases prescribed in Clause 3 of this Article have the following rights:

a) Request to convene a meeting of the Members' Council to settle matters falling within its competence;

b) Inspect, review, look up the notebooks and keep track of transactions, accounting books and annual financial statements;

c) Check, examine, look up and copy the register of members, meeting minutes, resolutions and decisions of the Members' Council and other documents of the company;

d) Request the court to annul a resolution or decision of the Members' Council within 90 days from the end of the meeting of the Members' Council, if the order, procedures, conditions of the meeting or the content of the resolution , such decision is not properly implemented or inconsistent with the provisions of this Law and the company's charter.

3. In case a company has one member owning more than 90% of the charter capital and the company's charter does not stipulate a smaller percentage as prescribed in Clause 2 of this Article, the remaining group of members naturally has the right to according to the provisions of Clause 2 of this Article.

Article 50. Obligations of members of the Members' Council

1. Contributing in full and on time the committed capital, taking responsibility for debts and other property obligations of the company within the amount of capital contributed to the company, except for the cases specified in Clause 2 and Clause 4 of this Article. 47 Article XNUMX of this Law.

2. The contributed capital may not be withdrawn from the company in any form, except for the cases specified in Articles 51, 52, 53 and 68 of this Law.

3. Comply with the company's charter.

4. To abide by resolutions and decisions of the Members' Council.

5. Take personal responsibility when acting on behalf of the company to perform the following acts:

a) Violating the law;

b) Conduct business or other transactions that do not serve the interests of the company and cause damage to others;

c) Payment of undue debt before possible financial risk to the company.

6. Other obligations as prescribed by this Law.

Article 51. Redemption of contributed capital

1. A member has the right to request the company to buy back its contributed capital if that member has voted against the resolution or decision of the Members' Council on the following issues:

a) Amending and supplementing contents in the company's charter related to the rights and obligations of members and the Members' Council;

b) Reorganization of the company;

c) Other cases as prescribed in the company's charter.

2. The request for redemption of contributed capital must be in writing and sent to the company within 15 days from the date of adoption of the resolution or decision specified in Clause 1 of this Article.

3. Within 15 days from the date of receipt of a request from a member specified in Clause 1 of this Article, the company must repurchase that member's contributed capital at the market price or the price determined according to the rules of law. specified in the company's charter, unless the two parties can agree on the price. The payment can only be made if, after fully paying the redeemed contributed capital, the company still fully pays all debts and other property obligations.

4. In case the company fails to pay the capital contribution requested for redemption as prescribed in Clause 3 of this Article, that member has the right to freely transfer his/her capital contribution to another member or a person who is not a member of the company. company members.

Article 52. Transfer of contributed capital

1. Except for the case specified in Clause 4, Article 51, Clause 6 and Clause 7, Article 53 of this Law, a member of a limited liability company with two or more members has the right to transfer part or the whole of the contributed capital of the company. to others in accordance with the following provisions:

a) Offer to sell such contributed capital to the remaining members in proportion to their contributed capital in the company with the same offering conditions;

b) Transfer with the same conditions of offering for the remaining members specified at point a of this clause to non-members if the remaining members of the company do not buy or buy all within 30 days. days from the date of offering.

2. The transferring member still has rights and obligations towards the company in proportion to the relevant contributed capital until information about the buyer is specified at Points b, c and dd, Clause 2, Article 48 of the Law. This is fully recorded in the member register.

3. In case of transferring or changing the contributed capital of members, resulting in only one member of the company, the company must organize management in the form of a one-member limited liability company and register. change the contents of enterprise registration within 15 days from the date of completion of the transfer.

Article 53. Handling of contributed capital in some special cases

1. In case a company member being an individual dies, the member's will or at-law heir shall be a company member.

2. If an individual member is declared missing by a court, the member's rights and obligations shall be performed through the member's property manager in accordance with civil law.

3. In case a member has limited or lost civil act capacity, has difficulties in awareness and behavior control, the rights and obligations of that member in the company shall be performed through a representative.

4. The capital contribution portion of a member is redeemed or transferred by the company according to the provisions of Articles 51 and 52 of this Law in the following cases:

a) The heir does not want to become a member;

b) The person given as a gift under Clause 6 of this Article is not approved by the Members' Council to become a member;

c) A member of the company is a dissolved or bankrupt organization.

5. In case the capital contribution of a company member being an individual dies without an heir, the heir refuses to receive the inheritance or is deprived of the right to inherit, such capital contribution shall be settled according to the provisions of law. civil law.

6. In case a member donates part or all of his/her capital contribution in the company to another person, the recipient becomes a member of the company in accordance with the following provisions:

a) If the recipient is a legal heir under the provisions of the Civil Code, this person is automatically a member of the company;

b) If the recipient does not fall into the category specified at Point a of this Clause, he/she will only become a member of the company when approved by the Members' Council.

7. Where a member uses a contributed capital portion to repay a debt, the payee has the right to use such contributed capital in one of the following two forms:

a) Become a member of the company if approved by the Members' Council;

b) Offer for sale and transfer such contributed capital according to the provisions of Article 52 of this Law.

8. In case a company member being an individual is held in temporary detention, is serving a prison sentence or is serving administrative handling measures at a compulsory detoxification establishment or compulsory education institution, such member shall authorize the right to allow others to exercise some or all of their rights and obligations at the company.

9. In case a company member being an individual is banned by the Court from practicing certain professions or doing certain jobs or a member of the company being a commercial legal entity is banned by the Court from doing business or operating in certain fields. within the scope of business lines of the company, that member may not practice or do prohibited jobs at that company or the company suspends or terminates related business lines under the decision of the company. Court.

Article 54. Organization and management structure of the company

1. A limited liability company with two or more members has a Members' Council, a chairman of the Members' Council, a director or general director.

2. A limited liability company with two or more members is a state-owned enterprise as prescribed at Point b, Clause 1, Article 88 of this Law and a subsidiary of a state-owned enterprise as prescribed in Clause 1, Article 88 of the Law. This must establish a Control Board; other cases decided by the company.

3. The company must have at least one legal representative who holds one of the titles of Chairman of the Members' Council or Director or General Director. Unless otherwise provided for in the company's charter, the Chairman of the Members' Council is the legal representative of the company.

Article 55. Council of members

1. The Members' Council is the highest decision-making body of the company, including all company members who are individuals and authorized representatives of members of the company who are organizations. The company's charter stipulates the meeting of the Members' Council, but at least once a year.

2. The Members' Council has the following rights and obligations:

a) Decide the company's development strategy and annual business plan;

b) Decide to increase or decrease the charter capital, decide the time and method of raising additional capital; decide to issue bonds;

c) Decide the company's development investment project; solutions for market development, marketing and technology transfer;

d) Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the company's charter with a value of 50% or more of the total value of assets recorded in the financial statements at the time of publication. the latest of the company or a smaller percentage or value specified in the company's charter;

dd) Elect, relieve from duty or dismiss the Chairman of the Members' Council; decide to appoint, relieve from duty, remove from office, sign and terminate contracts with the Director or General Director, Chief Accountant, Controllers and other managers specified in the company's charter;

e) Decide the salary, remuneration, bonus and other benefits for the Chairman of the Members' Council, the Director or General Director, the Chief Accountant and other managers specified in the company's charter;

g) Approving the company's annual financial statements, plans for use and distribution of profits or plans for handling losses;

h) Decide on the organizational and management structure of the company;

i) Decide on the establishment of subsidiaries, branches or representative offices;

k) Amending and supplementing the company's charter;

l) Decide to reorganize the company;

m) Decide to dissolve or request bankruptcy of the company;

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

Article 56. Chairman of the Members' Council

1. The Members' Council elects one member as the Chairman. The Chairman of the Members' Council may concurrently be the Director or General Director of the company.

2. The President of the Members' Council has the following rights and obligations:

a) Prepare program and plan of activities of the Members' Council;

b) Prepare agenda, contents and documents for meetings of the Members' Council or to collect opinions of members;

c) Convene, chair and chair meetings of the Members' Council or collect opinions of members;

d) To supervise or organize the supervision of the implementation of resolutions and decisions of the Members' Council;

dd) On behalf of the Members' Council, sign resolutions and decisions of the Members' Council;

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

3. The term of office of the Chairman of the Members' Council is prescribed by the company's charter but must not exceed 05 years and can be re-elected for an unlimited number of terms.

4. In case the President of the Members' Council is absent or unable to perform his/her rights and obligations, he/she must authorize in writing a member to perform the rights and obligations of the Chairman of the Members' Council in accordance with law. principles set forth in the company's charter. In case no authorized member or the Chairman of the Members' Council dies, is missing, is detained, is serving a prison sentence, is serving administrative handling measures at a compulsory detoxification establishment, the compulsory education institution, fleeing the place of residence, having limited or incapacitated civil act capacity, having difficulties in cognition or behavior control, being banned by the Court from holding certain positions, practicing professions or working For certain tasks, one of the members of the Members' Council shall convene a meeting of the remaining members to elect one of the members to temporarily act as the Chairman of the Members' Council on the principle that the majority of the remaining members agree. until there is a new decision of the Members' Council.

Article 57. Convening a meeting of the Members' Council

1. The Members' Council may convene a meeting at the request of the Chairman of the Members' Council or at the request of a member or group of members specified in Clauses 2 and 3, Article 49 of this Law. In case the President of the Members' Council fails to convene a meeting of the Members' Council at the request of a member or group of members within 15 days from the date of receipt of the request, such member or group of members shall convene a meeting of the Board of Directors. co-member. Reasonable expenses for convening and conducting meetings of the Members' Council will be reimbursed by the company.

2. The President of the Members' Council or the person convening the meeting shall prepare the meeting agenda and documents, convene, chair and act as chairperson of the meeting of the Members' Council. Members have the right to propose to supplement the agenda in writing. The recommendation must include the following main contents:

a) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise code or number of legal papers of the organization, head office address, for members being organizations; full name, signature of the petitioning member or their authorized representative;

b) The percentage of capital contribution, number and date of issuance of the certificate of capital contribution;

c) Proposed contents to be included in the meeting agenda;

d) The reason for the recommendation.

3. The Chairman of the Members' Council or the meeting convenor must approve the proposal and supplement the meeting agenda of the Members' Council if the recommendation contains all the contents specified in Clause 2 of this Article and is sent to the head office. of the company at least 01 working day before the meeting of the Members' Council; in case a motion is presented just before the meeting begins, the motion shall be accepted if the majority of the attending members agree.

4. Notice of invitation to the meeting of the Members' Council may be sent by invitation, phone, fax, electronic means or other methods prescribed by the company's charter and sent directly to each member of the Members' Council. . The content of the notice of meeting invitation must clearly specify the time, place and agenda of the meeting.

5. Meeting agenda and documents must be sent to company members before the meeting. Documents used in the meeting related to the decision on amending and supplementing the company's charter, approving the company's development strategy, approving the annual financial report, reorganizing or dissolving the company must be sent to members no later than 07 working days before the meeting date. The time limit for sending other documents is prescribed by the company's charter.

6. Unless otherwise provided for in the company's charter, the request to convene a meeting of the Members' Council as prescribed in Clause 1 of this Article must be in writing and include the following principal details:

a) Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise code or legal document number of the organization, head office address, for members being an organization; percentage of capital contribution, number and date of issuance of certificate of capital contribution of each member requesting;

b) Reasons for convening a meeting of the Members' Council and issues to be resolved;

c) The proposed meeting agenda;

d) Full name and signature of each requesting member or their authorized representative.

7. In case the request for convening a meeting of the Members' Council does not contain sufficient contents as prescribed in Clause 6 of this Article, the Chairman of the Members' Council must notify in writing of the refusal to convene a meeting of the Members' Council. members, groups of members concerned within 07 working days from the date of receipt of the request. In other cases, the Chairman of the Members' Council must convene a meeting of the Members' Council within 15 days from the date of receipt of the request.

8. In case the President of the Members' Council fails to convene a meeting of the Members' Council as prescribed in Clause 7 of this Article, he/she must take personal responsibility for damage caused to the company and related company members. .

Article 58. Conditions and procedures for conducting meetings of the Members' Council

1. A meeting of the Members' Council is conducted when the number of members attending the meeting owns 65% or more of the charter capital; The specific ratio shall be prescribed by the company's charter.

2. If the first meeting of the Members' Council fails to meet the conditions prescribed in Clause 1 of this Article and the company's charter does not provide otherwise, the convening of a meeting of the Members' Council shall be carried out as follows: after:

a) The notice of invitation to the second meeting must be sent within 15 days from the intended date of the first meeting. The second meeting of the Members' Council shall be conducted when the number of members attending the meeting owns 50% or more of the charter capital;

b) In case the second meeting of the Members' Council is ineligible to conduct as prescribed at Point a of this Clause, the notice of invitation to the third meeting must be sent within 10 days from the intended date of the meeting. Monday. The third meeting of the Members' Council is conducted regardless of the number of members attending the meeting and the amount of charter capital represented by the number of members attending the meeting.

3. A member or a member's authorized representative must attend and vote at a meeting of the Members' Council. The mode of conducting meetings of the Members' Council and the form of voting shall be prescribed by the company's charter.

4. If a meeting meeting the conditions specified in this Article fails to complete the meeting agenda within the expected time limit, it may be extended but must not exceed 30 days from the date of opening of such meeting.

Article 59. Resolutions and decisions of the Members' Council

1. The Members' Council shall pass resolutions and decisions falling within its competence by voting at the meeting, collecting opinions in writing or by other means prescribed by the company's charter.

2. Unless otherwise provided in the company's charter, resolutions and decisions on the following issues must be passed by voting at a meeting of the Members' Council:

a) Amending and supplementing contents of the company's charter;

b) To decide on the development direction of the company;

c) Elect, relieve from duty or dismiss the Chairman of the Members' Council; appoint, dismiss or remove the Director or General Director;

d) Approving the annual financial statements;

d) Reorganization and dissolution of the company.

3. Where the company's charter does not stipulate a different ratio, resolutions and decisions of the Members' Council shall be adopted at the meeting in the following cases:

a) It is approved by the attending members owning 65% of the total contributed capital of all attending members, except for the case specified at Point b of this Clause;

b) Approved by the attending members who own 75% of the total capital contributed by all attending members or more on the resolution or decision to sell assets valued at 50% or more of the total asset value. recorded in the most recent financial statements of the company or a smaller percentage or value as specified in the company's charter; amend and supplement the company's charter; reorganization and dissolution of the company.

4. A member is considered to attend and vote at a meeting of the Members' Council in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize others to attend and vote at the meeting;

c) Attend and vote through online meetings, electronic voting or other electronic forms;

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

5. Resolutions and decisions of the Members' Council shall be adopted in the form of collecting opinions in writing when approved by the number of members owning 65% or more of the charter capital; The specific ratio shall be prescribed by the company's charter.

Article 60. Minutes of the Members' Council meeting

1. Meetings of the Members' Council must be recorded in minutes and may be recorded or recorded and kept in other electronic forms.

2. The meeting minutes of the Members' Council must be approved immediately before the end of the meeting. The minutes must include the following main contents:

a) Time and place of the meeting; purpose and agenda of the meeting;

b) Full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member or authorized representative attending the meeting; full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member, the authorized representative of the member not attending the meeting;

c) The issue is discussed and voted on; summarize the members' opinions on each discussed issue;

d) Total number of valid and invalid votes; agree, disagree, abstain on each voting issue;

dd) The decisions passed and the corresponding percentage of votes;

e) Full name, signature and content of opinions of participants who disagree with the meeting minutes (if any);

g) Full name and signature of the person recording the minutes and the chairperson of the meeting, except for the case specified in Clause 3 of this Article.

3. In case the chairperson or the person taking the minutes refuses to sign the minutes of the meeting, the minutes will take effect if signed by all other members of the Board of members attending the meeting and contain all the contents as prescribed in Clause 2 of this Article. Points a, b, c, d, dd and e, Clause XNUMX of this Article. The minutes of the meeting clearly state that the chairperson and the minutes-recorder refuse to sign the minutes of the meeting. The person signing the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the contents of the minutes of the meeting of the Members' Council.

Article 61. Procedures for passing resolutions and decisions of the Members' Council in the form of collecting opinions in writing

Unless otherwise provided for in the company's charter, the competence and procedures for collecting written opinions of members to pass resolutions or decisions shall comply with the following provisions:

1. The President of the Members' Council shall decide to collect written opinions of members of the Members' Council in order to pass resolutions and decide on issues within his/her competence;

2. The President of the Members' Council is responsible for organizing the drafting and sending of reports and reports on contents to be decided, draft resolutions, decisions and opinion forms to members of the Members' Council. tablets;

3. The opinion form must include the following main contents:

a) Name, enterprise code number, head office address;

b) Full name, contact address, nationality, number of legal papers of the individual, percentage of capital contribution of members of the Members' Council;

c) Issues to be consulted and answered respectively in the order of approval, disapproval and abstention;

d) The deadline for sending opinion forms to the company;

dd) Full name and signature of the Chairman of the Members' Council;

4. An opinion form with complete content, signed by a member of the Members' Council and sent to the company within the prescribed time limit is considered valid. The President of the Members' Council shall organize the counting of votes, make reports and notify the approved vote counting results, resolutions and decisions to members within 07 working days from the end of the time limit for which the votes are counted. members must submit comments about the company. The report on vote counting results is equivalent to the minutes of a meeting of the Members' Council and must contain the following principal contents:

a) Purpose and contents of opinion collection;

b) Full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member who has returned the valid opinion form; full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member that the company does not receive the opinion form back or sends back the opinion form but is invalid;

c) The matter is consulted and voted on; summary of members' opinions on each issue (if any);

d) Total number of valid, invalid and not received opinion polls; total number of valid opinion votes for, against, and abstention for each voting issue;

dd) The passed resolution or decision and the corresponding percentage of votes;

e) Full name and signature of the vote-counting person and the Chairman of the Members' Council. The vote counting person and the Chairman of the Members' Council are jointly responsible for the completeness, accuracy and truthfulness of the content of the report on vote counting results.

Article 62. Effect of resolutions and decisions of the Members' Council

1. Unless otherwise provided for in the company's charter, a resolution or decision of the Members' Council shall take effect from the date of its adoption or from the effective date stated in such resolution or decision. .

2. Resolutions and decisions of the Members' Council passed by 100% of the total charter capital are legal and effective even if the order and procedures for passing such resolutions or decisions are not approved. comply with regulations.

3. In case a member or group of members requests a court or arbitrator to annul an approved resolution or decision, such resolution or decision will still be effective as prescribed in Clause 1 of this Article for until an annulment decision of the Court or Arbitration takes legal effect, except for the case of applying provisional urgent measures under a decision of a competent authority.

Article 63. Director, General Director

1. The director or general director is the person who runs the company's day-to-day business operations and is responsible to the Members' Council for the performance of his/her rights and obligations.

2. The director or general director has the following rights and obligations:

a) Organize the implementation of resolutions and decisions of the Members' Council;

b) Decide issues related to the company's daily business activities;

c) Organize the implementation of the company's business plan and investment plan;

d) Issue internal management regulations of the company, unless otherwise provided for in the company's charter;

d) To appoint, relieve from duty or dismiss managers in the company, except for titles under the competence of the Members' Council;

e) To sign contracts on behalf of the company, except for cases under the competence of the Chairman of the Members' Council;

g) Proposing the company's organizational structure plan;

h) Submit annual financial statements to the Members' Council;

i) Proposing a plan for using and distributing profits or dealing with losses in business;

k) Labor recruitment;

l) Other rights and obligations specified in the company's charter, resolutions and decisions of the Members' Council, and labor contracts.

Article 64. Criteria and conditions for being a Director and General Director

1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.

2. Having professional qualifications and experience in business administration of the company and other conditions prescribed by the company's charter.

3. With respect to a state-owned enterprise specified at Point b, Clause 1, Article 88 of this Law and a subsidiary of a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, the director or general director must satisfy the following requirements: meet the criteria and conditions specified in Clauses 1 and 2 of this Article and must not be a family member of the company's manager, controller of the company and of the parent company; the representative of the capital portion of the enterprise, the representative of the state capital portion in the company and the parent company.

Article 65. Supervisory Board, Controllers

1. The Supervisory Board has from 01 to 05 Supervisors. The term of Supervisors shall not exceed 05 years and may be re-appointed for an unlimited number of terms. In case the Supervisory Board has only 01 Supervisor, that Supervisor is concurrently the Head of the Control Board and must meet the criteria of the Head of the Control Board.

2. The Head of the Control Board and the Supervisors must satisfy the respective standards and conditions specified in Clause 2, Article 168 and Article 169 of this Law.

3. Rights, obligations, responsibilities, removal from duty, dismissal and working regime of the Supervisory Board and Supervisors shall comply with the provisions of Articles 106, 170, 171, 172, 173 and Articles 174, XNUMX, XNUMX, XNUMX, and XNUMX respectively. XNUMX of this Law.

4. The Government shall detail this Article.

Article 66. Salary, remuneration, bonus and other benefits of the Chairman of the Members' Council, Director, General Director and other managers

1. The company pays salaries, remunerations, bonuses and other benefits to the Chairman of the Members' Council, the Director or General Director and other managers according to business results and efficiency.

2. Wages, remuneration, bonuses and other benefits of the Chairman of the Members' Council, the Director or General Director and other managers shall be included in business expenses in accordance with the law on corporate income tax. industry, relevant laws and must be shown in a separate section in the company's annual financial statements.

Article 67. Contracts and transactions must be approved by the Members' Council

1. Contracts and transactions between the company and the following entities must be approved by the Members' Council:

a) A member, the authorized representative of the member, the director or general director, the legal representative of the company;

b) Related persons of the person specified at Point a of this Clause;

c) The manager of the parent company, the person competent to appoint the manager of the parent company;

d) Related persons of the person specified at point c of this clause.

2. Persons who sign contracts or transactions on behalf of the company must notify members of the Members' Council and Controllers of related entities and related interests in respect of such contracts or transactions. ; accompanied by a draft of the contract or the main content of the transaction intended to be conducted. Unless otherwise provided by the company's charter, the Members' Council must decide to approve or disapprove the contract or transaction within 15 days from the date of receipt of the notice and comply with the provisions of Clause 3. Article 59 of this Law. Members of the Members' Council who are related to the parties to the contract or transaction shall not be counted in the voting.

3. Contracts and transactions are invalidated under a court's decision and handled in accordance with law when they are signed in contravention of the provisions of Clauses 1 and 2 of this Article. The person who signs the contract or transaction, the related member and the related person of that member participating in the contract or transaction must compensate for the damage incurred, return to the company the profits gained from the contract or transaction. perform such contract or transaction.

Article 68. Increase or decrease of charter capital

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

a) Increase the member's contributed capital;

b) Receive additional capital contributions from new members.

2. In case a member's contributed capital is increased, the additional contributed capital shall be divided among the members in proportion to their contributed capital in the company's charter capital. A member may assign his/her right to contribute capital to another person in accordance with Article 52 of this Law. In case a member does not contribute or contributes only a part of the additional capital, the remaining capital of that member's additional capital contribution shall be divided among other members in proportion to their contributed capital in the capital contribution. the company's charter unless otherwise agreed by the members.

3. The company may reduce its charter capital in the following cases:

a) Return a part of contributed capital to members according to their proportion of contributed capital in the company's charter capital if it has operated continuously for 02 years or more from the date of enterprise establishment registration and guaranteed; ensure full payment of debts and other property obligations after they have been repaid to members;

b) The company buys back the contributed capital of the members according to the provisions of Article 51 of this Law;

c) Charter capital is not paid in full and on time by members as prescribed in Article 47 of this Law.

4. Except for the case specified at Point c, Clause 3 of this Article, within 10 days after the payment of the increase or decrease of charter capital has been completed, the company must notify in writing of the increase or decrease in charter capital. to the Business Registration Office. The notice must include the following principal contents:

a) Name, head office address, enterprise code number;

b) Charter capital, capital amount increased or decreased;

c) Time and form of capital increase or decrease;

d) Full name and signature of the legal representative of the enterprise.

5. The notice specified in Clause 4 of this Article must be enclosed with the resolution, decision and meeting minutes of the Members' Council; In case of reduction of charter capital as prescribed at Points a and b, Clause 3 of this Article, the most recent financial statement must be provided.

6. The business registration authority shall update information on the increase or decrease in charter capital within 03 working days from the date of receipt of the notice.

Article 69. Conditions for profit sharing

The company may only distribute profits to its members after fulfilling tax and other financial obligations as prescribed by law, ensuring full payment of debts and other property obligations that are due. after profit sharing.

Article 70. Recovery of paid-up capital or distributed profits

In case of refunding a part of contributed capital due to a decrease in charter capital contrary to the provisions of Clause 3, Article 68 of this Law or the distribution of profits to members contrary to the provisions of Article 69 of this Law, the company members must refund pay the company the money, other property received; must be jointly liable for the company's debts and other property obligations in proportion to the unpaid amount and assets until the received amount and other assets are fully refunded.

Article 71. Responsibilities of the Chairman of the Members' Council, Director, General Director and other managers, legal representatives, Controllers

1. The President of the Members' Council, the Director or General Director and other managers, the legal representative and the controller of the company have the following responsibilities:

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

b) Loyalty to the interests of the company; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations and individuals;

c) To promptly, fully and accurately notify the company about the enterprise in which it owns or has shares or contributed capital and the enterprise in which its related person owns, jointly owns or owns separately. controlling shares, contributed capital;

d) Other responsibilities as prescribed by law and the company's charter.

2. The director or general director may not increase salary or pay bonuses when the company is unable to fully pay due debts.

3. The notice specified at Point c, Clause 1 of this Article must be in writing and include the following contents:

a) Name, enterprise identification number, and head office address of the enterprise of which they own and own contributed capital or shares; rate and time of ownership, ownership of such contributed capital or shares;

b) Name, enterprise identification number, and address of the head office of the enterprise in which their related persons own, jointly own or separately own controlling shares or contributed capital.

4. The notice specified in Clause 3 of this Article must be made within 05 working days from the date of arising or related changes. The company must gather and update the list of subjects specified in Clause 3 of this Article and their contracts and transactions with the company. This list must be kept at the company's headquarters. Members, managers, controllers of the company and their authorized representatives have the right to view, extract and copy part or all of the information specified in Clause 3 of this Article during working hours. according to the order and procedures specified in the company's charter.

Article 72. Initiating lawsuits against managers

1. A member of the company, by himself or on behalf of the company, sues for civil liability against the Chairman of the Members' Council, the Director or General Director, the legal representative and other managers due to violations of his/her rights. , obligations and responsibilities of the manager in the following cases:

a) Violating the provisions of Article 71 of this Law;

b) Failure to perform, incompletely, untimely performance or in contravention of the provisions of law or the company's charter, resolutions or decisions of the Members' Council with respect to the rights and obligations granted by the Board of Directors. deliver;

c) Other cases as prescribed by law and the company's charter.

2. The order and procedures for initiating lawsuits shall comply with the provisions of the civil procedure law.

3. The costs of initiating lawsuits in cases where a member initiates a lawsuit on behalf of the company shall be included in the company's expenses, unless the lawsuit request is rejected.

Article 73. Disclosure of information

A limited liability company with two or more members specified at Point b, Clause 1, Article 88 of this Law shall disclose information as prescribed at Points a, c, dd, g, Clause 1, Article 109 and Article 110. of this Law.

Section 2. ONE-MEMBER LIMITED LIABILITY COMPANY

Article 74. One-member limited liability companies

1. Single member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company's debts and other property obligations to the extent of the company's charter capital.

2. A one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration.

3. A one-member limited liability company may not issue shares, except for the case of conversion into a joint-stock company.

4. One-member limited liability companies may issue bonds in accordance with this Law and other relevant laws; the private placement of bonds as prescribed in Articles 128 and 129 of this Law.

Article 75. Capital contribution to establish the company

1. Charter capital of a one-member limited liability company when registering for business establishment is the total value of assets committed to contribute by the company owner and stated in the company's charter.

2. The company owner must contribute capital to the company with the full amount and the right type of assets as committed when registering for business establishment within 90 days from the date of being granted the Certificate of Business registration, excluding the time limit. transport, import assets for capital contribution, and carry out administrative procedures to transfer property ownership. During this period, the company owner has the rights and obligations corresponding to the committed capital contribution.

3. In case of failure to fully contribute charter capital within the time limit specified in Clause 2 of this Article, the company owner must register a change in charter capital equal to the value of the contributed capital within 30 days from the last date. must contribute enough charter capital. In this case, the owner shall be responsible in proportion to the committed capital contribution for the financial obligations of the company arising in the period prior to the last date the company registers to change its charter capital according to regulations. specified in this paragraph.

4. The company owner is responsible with all his/her assets for the financial obligations of the company, for damage caused by not contributing, not contributing enough, or not contributing on time to the charter capital as prescribed. at this Article.

Article 76. Rights of company owners

1. The company owner being an organization has the following rights:

a) Decide the content of the company's charter, amend and supplement the company's charter;

b) Decide the company's development strategy and annual business plan;

c) Decide the organizational and management structure of the company, appoint, relieve from duty and dismiss managers and controllers of the company;

d) To decide on development investment projects;

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

e) Approve contracts for borrowing, lending, selling assets and other contracts prescribed by the company's charter with a value of 50% or more of the total value of assets recorded in the latest financial statement of the company; company or a smaller percentage or value specified in the company's charter;

g) Approving the company's financial statements;

h) Decide to increase the charter capital of the company; transfer part or all of the company's charter capital to other organizations or individuals; decide to issue bonds;

i) Decide to establish subsidiary companies, contribute capital to other companies;

k) Organize the monitoring and evaluation of the company's business activities;

l) Decide on the use of profits after the tax obligations and other financial obligations of the company have been fulfilled;

m) Decide to reorganize, dissolve and request bankruptcy of the company;

n) To recover the entire value of the company's assets after the company completes dissolution or bankruptcy;

o) Other rights as prescribed by this Law and the company's charter.

2. The company owner being an individual has the rights specified at Points a, h, l, m, n and o, Clause 1 of this Article; decide on investment, business and internal management of the company, unless otherwise provided for in the company's charter.

Article 77. Obligations of the company owner

1. To contribute fully and on time the company's charter capital.

2. Comply with the company's charter.

3. Assets of the company owner must be identified and separated from those of the company. An individual company owner must separate his/her personal and family's expenses from those of the company's president, director or general director.

4. Comply with the provisions of the law on contracts and other relevant provisions of law in buying, selling, borrowing, lending, renting, leasing, contracts and other transactions between the company and the owner company ownership.

5. The company owner is only entitled to withdraw capital by transferring part or all of the charter capital to another organization or individual; In case of withdrawing part or all of the contributed charter capital from the company in another form, the company owner and related individuals and organizations must be jointly responsible for all debts and financial obligations. other products of the company.

6. The company owner may not withdraw profits when the company fails to fully pay due debts and other property obligations.

7. Other obligations as prescribed by this Law and the company's charter.

Article 78. Exercising the rights of the company owner in some special cases

1. In case the company owner transfers or donates part of the charter capital to one or more other organizations or individuals or the company admits new members, the company must organize the management according to the type of enterprise. within 10 days from the date of completion of the transfer, donation or admission of new members.

2. In case the company owner is an individual who is detained, is serving a prison sentence or is serving administrative handling measures at a compulsory detoxification establishment or compulsory education institution, he/she shall authorize the others exercise some or all of the rights and obligations of the company owner.

3. In case the company owner being an individual dies, the heir under the will or at law is the company owner or a member of the company. The company must organize the management according to the respective type of enterprise and register changes to the enterprise registration contents within 10 days from the date of completion of the inheritance settlement. In case the company owner being an individual dies without an heir, the heir refuses to accept the inheritance or is deprived of the right to inherit, the owner's capital contribution shall be settled in accordance with the law on inheritance. Civil.

4. In case the company owner is an individual missing, the owner's capital contribution shall be settled according to the provisions of civil law.

5. In case the company owner is an individual who has limited or lost civil act capacity, has difficulties in perception and behavior control, the rights and obligations of the company owner shall be exercised. through a representative.

6. If the company owner is an organization and is dissolved or goes bankrupt, the transferee of the owner's contributed capital shall become the owner or member of the company. The company must organize management according to the respective type of enterprise and register for changes in the contents of its business registration within 10 days from the date of completion of the transfer.

7. In case the company owner is an individual who is banned by the Court from practicing certain occupations or doing certain jobs, or the company owner being a commercial legal entity is banned by the Court from doing business or operating in a number of fields. In a certain area within the scope of business lines of an enterprise, that individual is not allowed to practice or do certain jobs at that company or the company suspends or terminates related business lines under the decision. decision of the Court.

Article 79. Organizational management structure of a single-member limited liability company owned by the organization

1. A one-member limited liability company owned by an organization shall be managed and operated by an organization according to one of the following two models:

a) The company's president, director or general director;

b) Members' Council, Director or General Director.

2. For a company whose owner is a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, a Control Board must be established; other cases decided by the company. The organizational structure, working regime, standards, conditions, dismissal, dismissal, rights, obligations and responsibilities of the Supervisory Board, the Supervisors shall comply with the provisions of Article 65 of this Law. .

3. The company must have at least one legal representative who holds one of the titles of Chairman of the Members' Council, President of the Company or Director or General Director. Unless otherwise provided in the company's charter, the chairman of the Members' Council or the company's president shall be the legal representative of the company.

4. Unless otherwise provided for in the company's charter, the organizational structure, operation, functions, rights and obligations of the Members' Council, the company's president, the director or general director shall comply with regulations. of this Law.

Article 80. Council of members

1. The Members' Council has from 03 to 07 members. Members of the Members' Council are appointed or dismissed by the company owner for a term of not more than 05 years. The Members' Council shall, on behalf of the company owner, exercise the rights and perform the obligations of the company owner; on behalf of the company to perform the rights and obligations of the company, except for the rights and obligations of the Director or General Director; take responsibility before the law and the company owner for the exercise of the rights and obligations assigned in accordance with the provisions of the company's charter, this Law and other relevant laws.

2. The rights, obligations and working regime of the Members' Council shall comply with the provisions of the company's charter, this Law and other relevant laws.

3. The Chairman of the Members' Council shall be appointed by the company owner or elected by the members of the Members' Council on the principle of majority according to the order and procedures specified in the company's charter. Unless otherwise provided for in the company's charter, the term, rights and obligations of the Chairman of the Members' Council shall comply with the provisions of Article 56 and other relevant provisions of this Law.

4. The authority and method of convening a meeting of the Members' Council shall comply with the provisions of Article 57 of this Law.

5. A meeting of the Members' Council shall be conducted when at least two thirds of the total number of members of the Members' Council attend the meeting. Unless otherwise provided for in the company's charter, each member of the Members' Council has one vote of equal value. The Members' Council may pass resolutions and decisions in the form of collecting opinions in writing.

6. Resolutions and decisions of the Members' Council shall be adopted when more than 50% of the attending members agree or the number of members attending the meeting owns more than 50% of the total number of votes in favor. Amending or supplementing the company's charter, reorganizing the company, or transferring part or all of the company's charter capital must be approved by at least 75% of the attending members or the number of members attending the meeting. having 75% or more of the total votes in favor. A resolution or decision of the Members' Council takes effect from the date of its adoption or from the date stated in such resolution or decision, unless otherwise provided for in the company's charter.

7. Meetings of the Members' Council must be recorded in minutes, which may be recorded or recorded and kept in other electronic forms. Minutes of meetings of the Members' Council shall comply with the provisions of Clause 2, Article 60 of this Law.

Article 81. President of the company

1. The company president is appointed by the company owner. The company president shall, on behalf of the company owner, perform the rights and obligations of the company owner; on behalf of the company to perform the rights and obligations of the company, except for the rights and obligations of the Director or General Director; take responsibility before the law and the company owner for the performance of their assigned rights and obligations in accordance with the provisions of the company's charter, this Law and other relevant laws.

2. The rights, obligations and working regime of the company president shall comply with the provisions of the company's charter, this Law and other relevant laws.

3. The decision of the company president on the exercise of rights and obligations of the company owner takes effect from the date of approval by the company owner, unless otherwise provided for in the company's charter.

Article 82. Director, General Director

1. The Members' Council or the company's president appoints or hires the director or general director for a term of not more than 05 years to run the company's day-to-day business operations. The director or general director is responsible before law and the Members' Council or the company's president for the performance of their rights and obligations. The chairman of the Members' Council, other members of the Members' Council or the company's president may concurrently be the director or general director, unless otherwise provided for by law or the company's charter.

2. The director or general director has the following rights and obligations:

a) Organize the implementation of resolutions and decisions of the Members' Council or the company's president;

b) Decide issues related to the company's daily business activities;

c) Organize the implementation of the company's business plan and investment plan;

d) Issue internal management regulations of the company;

dd) To appoint, relieve from duty, remove from office the manager of the company, except for positions under the competence of the Members' Council or the company's president;

e) Sign contracts on behalf of the company, except for cases under the authority of the Chairman of the Members' Council or the company's president;

g) Proposing the company's organizational structure plan;

h) Submit annual financial statements to the Members' Council or the company's president;

i) Proposing a plan to use profits or deal with losses in business;

k) Labor recruitment;

l) Other rights and obligations specified in the company's charter and labor contract.

3. The director or general director must have the following criteria and conditions:

a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;

b) Having professional qualifications and experience in business administration of the company and other conditions prescribed by the company's charter.

Article 83. Responsibilities of members of the Members' Council, company president, director, general director and other managers, controllers

1. Comply with the law, the company's charter and the decision of the company owner in the exercise of assigned rights and obligations.

2. To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company and its owners.

3. Loyalty to the interests of the company and its owners; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations and individuals.

4. To promptly, fully and accurately notify the company owner about the enterprise in which he owns or has shares, controlling capital contribution, and the enterprise in which his related person owns and shares ownership. owning or owning a controlling share or capital contribution. The notice must be kept at the head office of the company.

5. Other responsibilities as prescribed by this Law and the company's charter.

Article 84. Salary, remuneration, bonus and other benefits of company managers and Controllers

1. The company manager and controller are entitled to salary, remuneration, bonus and other benefits according to the company's business results and efficiency.

2. The company owner decides on the salary, remuneration, bonus and other benefits of the members of the Members' Council, the company president and the controller. Salaries, remunerations, bonuses and other benefits of company managers and Controllers shall be included in business expenses in accordance with the law on corporate income tax and relevant laws and must be disclosed. appear in a separate section of the company's annual financial statements.

3. The salary, remuneration, bonus and other benefits of the Controllers may be paid directly by the company owner according to the provisions of the company's charter.

Article 85. Organizational structure of management of a single-member limited liability company owned by an individual

1. A single-member limited liability company owned by an individual has a company president, director or general director.

2. The owner of the company is the President of the company and may concurrently or hire another person to act as the Director or General Director.

3. Rights and obligations of the Director or General Director are specified in the company's charter and labor contract.

Article 86. Contracts and transactions of the company with related persons

1. Unless otherwise provided for in the company's charter, contracts and transactions between a one-member limited liability company owned by an organization and the following persons must be approved by the Members' Council or the President. the company, the Director or General Director and the Controller approves:

a) The company owner and related persons of the company owner;

b) A member of the Members' Council, the President of the company, the Director or General Director and the Controller;

c) Related persons of the person specified at Point b of this Clause;

d) The manager of the company owner, the person competent to appoint such manager;

dd) Related persons of the people specified at Point d of this Clause.

2. Persons who sign contracts or transactions on behalf of the company must notify the Members' Council or the company's president, the director or general director and the controller of related entities and related interests. related to such contract or transaction; together with the draft contract or the main content of that transaction.

3. Unless otherwise provided for in the company's charter, a member of the Members' Council or the company's president, the director or general director, and the controller must decide on the approval of contracts or transactions within a time limit. 10 days from the date of receipt of the notice by majority rule, each person has one vote; persons related to the parties do not have voting rights.

4. Contracts and transactions specified in Clause 1 of this Article shall be approved only when the following conditions are fully satisfied:

a) The parties entering into a contract or performing a transaction are independent legal entities with separate rights, obligations, properties and interests;

b) The price used in the contract or transaction is the market price at the time the contract is signed or the transaction is performed;

c) The company owner strictly complies with the obligations specified in Clause 4, Article 77 of this Law.

5. A contract or transaction shall be invalidated under a court decision and handled in accordance with law if it is not signed in accordance with Clauses 1, 2, 3 and 4 of this Article. The person who signs the contract, the transaction and the related person is the parties to the contract, the transaction is jointly responsible for the damage incurred and returns to the company the profits earned from the performance of the contract. that transaction.

6. Contracts and transactions between a one-member limited liability company owned by an individual and the company owner or related persons of the company owner must be recorded and kept as a member. company profile.

Article 87. Increase or decrease of charter capital

1. A one-member limited liability company increases its charter capital through the company owner contributing additional capital or mobilizing additional capital contributions from other people. The company owner decides the form of increase and the rate of increase of charter capital.

2. In case the charter capital is increased by mobilizing additional capital contributions from other people, the company must organize its management in the form of a limited liability company with two or more members or a joint-stock company. The organization and management of the company is carried out as follows:

a) If the management organization is in the form of a limited liability company with two or more members, the company must notify the change of business registration information within 10 days from the date of completion of the change of capital. regulations;

b) In case of conversion into a joint stock company, the company shall comply with the provisions of Article 202 of this Law.

3. A one-member limited liability company reduces its charter capital in the following cases:

a) Return a part of the contributed capital to the company owner if the company has operated continuously for 02 years or more from the date of enterprise establishment registration and ensures payment of all debts and obligations. other assets after the capital contribution has been returned to the company owner;

b) Charter capital is not fully and timely paid by the company owner as prescribed in Article 75 of this Law.

Chapter IV

STATE ENTERPRISES

Article 88. State enterprises

1. State enterprises are organized and managed in the form of limited liability companies or joint stock companies, including:

a) Enterprises in which 100% of charter capital is held by the State;

b) Enterprises in which the State holds more than 50% of charter capital or total voting shares, except for enterprises specified at Point a, Clause 1 of this Article.

2. Enterprises in which 100% of charter capital is held by the State under the provisions of Point a, Clause 1 of this Article include:

a) A one-member limited liability company with 100% charter capital held by the State is the parent company of a state economic group, a parent company of a state corporation, or a parent company in a group of companies. parent – ​​subsidiary;

b) One member limited liability company is an independent company with 100% charter capital held by the State.

3. Enterprises in which the State holds more than 50% of the charter capital or the total number of voting shares as prescribed at Point b, Clause 1 of this Article, include:

a) A limited liability company with two or more members, a joint stock company with more than 50% of charter capital held by the State, and the total number of voting shares being the parent company of an economic group, a the mother of the state corporation, the parent company in the group of parent companies - subsidiary companies;

b) A limited liability company with two or more members, a joint stock company being an independent company in which the State holds more than 50% of the charter capital and the total number of shares with voting rights.

4. The Government shall detail this Article.

Article 89. Application of regulations to state-owned enterprises

1. Enterprises in which 100% of charter capital is held by the State under the provisions of Point a, Clause 1, Article 88 of this Law and organized and managed in the form of a one-member limited liability company under the provisions of this Chapter and other relevant provisions of this Law; In case there is any difference between the provisions of this Law, the provisions of this Chapter shall apply.

2. Enterprises in which more than 50% of charter capital is held by the State under the provisions of Point b, Clause 1, Article 88 of this Law, which are organized and managed in the form of a limited liability company with two or more members in accordance with the provisions of this Law. specified in Section 1, Chapter III or a joint-stock company under the provisions of Chapter V of this Law.

Article 90. Organizational management structure

The owner's representative agency shall decide to organize the management of a state-owned enterprise in the form of a one-member limited liability company according to one of the following two models:

1. The President of the company, the Director or General Director, the Control Board;

2. Members' Council, Director or General Director, Control Board.

Article 91. Council of members

1. The Members' Council shall, on behalf of the company, perform the rights and obligations of the company in accordance with this Law and other relevant laws.

2. The Members' Council consists of the Chairman and other members, the number of which is not more than 07 people. Members of the Members' Council shall be appointed, relieved of duty, dismissed, rewarded and disciplined by the agency representing the owner.

3. The term of office of the Chairman and other members of the Members' Council shall not exceed 05 years. Members of the Members' Council may be re-appointed. An individual may be appointed as a member of the Members' Council for not more than 02 terms at a company, unless he has worked for more than 15 consecutive years at that company before being appointed for the first time.

Article 92. Rights and obligations of the Members' Council

1. The Members' Council shall, on behalf of the company, exercise the rights and perform the obligations of owners, shareholders and members with respect to the company in which the company owns or owns shares or contributed capital.

2. The Members' Council has the following rights and obligations:

a) Decide the contents as prescribed in the Law on management and use of state capital invested in production and business at enterprises;

b) Decide on the establishment, reorganization and dissolution of branches, representative offices and dependent accounting units;

c) Decide the company's annual production and business plan, market development policy, marketing and technology;

d) Organize internal audit activities and decide to establish the company's internal audit unit;

dd) Other rights and obligations as provided for in the company's charter, this Law and other relevant laws.

Article 93. Criteria and conditions for members of the Members' Council

1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.

2. Having professional qualifications and experience in business administration or in the fields, lines and professions of the enterprise.

3. Not being a family member of the head or deputy head of the owner's representative agency; members of the Members' Council; The director, deputy director or general director, deputy general director and chief accountant of the company; Company controller.

4. Not a member enterprise manager.

5. Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be the Director or General Director of that company or another company that is not a member enterprise under a decision of the owner's representative agency. own.

6. Never been dismissed from the position of the Chairman of the Members' Council, a member of the Members' Council or the company's president, the director, deputy director or general director or deputy general director of a state-owned enterprise.

7. Other standards and conditions specified in the company's charter.

Article 94. Dismissal or dismissal of members of the Members' Council

1. The chairman and other members of the Members' Council shall be dismissed in the following cases:

a) The criteria and conditions specified in Article 93 of this Law no longer satisfy the criteria and conditions;

b) There is a written request for resignation and is approved in writing by the agency representing the owner;

c) There is a decision to transfer, arrange another job or retire;

d) Insufficient capacity and qualifications to undertake the assigned work;

d) Not being healthy enough or having no reputation to hold the position of a member of the Members' Council.

2. The chairman and other members of the Members' Council shall be dismissed in the following cases:

a) The company fails to fulfill the annual plan targets and targets, fails to preserve and develop the investment capital at the request of the representative agency without being able to explain objective reasons or explain why; the cause but not approved by the representative agency;

b) Being convicted by a court and the court's judgment or decision has taken legal effect;

c) Being dishonest in exercising rights and obligations or abusing positions and positions, using the company's assets for personal gain or serving the interests of other organizations or individuals; report dishonestly the financial situation and results of production and business of the company.

3. Within 60 days from the date of issuance of a decision to dismiss or dismiss the Chairman and other members of the Members' Council, the owner's representative agency shall consider and decide to select and appoint another person to replace him/her. position.

Article 95. Chairman of the Members' Council

1. The Chairman of the Members' Council shall be appointed by the owner's representative agency in accordance with law. The Chairman of the Members' Council must not concurrently be the Director or General Director of another company or enterprise.

2. The President of the Members' Council has the following rights and obligations:

a) Formulate quarterly and annual operation plans of the Members' Council;

b) Prepare agenda, contents and documents of meetings of the Members' Council or collect opinions of members of the Members' Council;

c) Convene, preside over and act as chairman of a meeting of the Members' Council or organize the collection of opinions of members of the Members' Council;

d) Organize the implementation of decisions of the agency representing the owner and resolutions of the Members' Council;

dd) Organize the supervision, direct supervision and evaluation of the results of the implementation of strategic objectives, the results of operations of the company, the results of management and administration of the Director or General Director of the company;

e) To organize the publication and publicization of information about the company in accordance with law; take responsibility for the completeness, timeliness, accuracy, truthfulness and systematicity of the published information.

3. Apart from the case specified in Article 94 of this Law, the Chairman of the Members' Council may be relieved of duty or dismissed if he fails to perform the rights and obligations specified in Clause 2 of this Article.

Article 96. Rights and obligations of members of the Members' Council

1. Attend meetings of the Members' Council, discuss, recommend and vote on issues within the competence of the Members' Council.

2. Examine, consider, look up, copy and extract the notebooks and records of contracts, transactions, accounting books, financial statements, minutes of meetings of the Members' Council, papers and other company documents.

3. Other rights and obligations as provided for in the company's charter, this Law and other relevant laws.

Article 97. Responsibilities of the Chairman and other members of the Members' Council

1. Comply with the company's charter, the decision of the company owner and the provisions of law.

2. To exercise their rights and obligations honestly, carefully, and best in order to maximize the legitimate interests of the company and the State.

3. Loyalty to the interests of the company and the State; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations and individuals.

4. To promptly, fully and accurately notify the enterprise of the enterprise in which it owns or has shares, controlling capital contribution and the enterprise in which its related person is the owner, co-owner, or owner. own shares, controlling capital contribution. This notice is gathered and kept at the head office of the company.

5. To abide by resolutions of the Members' Council.

6. Take personal responsibility when performing the following acts:

a) Taking advantage of the company's name to commit illegal acts;

b) Conduct business or other transactions that do not serve the interests of the company and cause damage to other organizations and individuals;

c) Paying undue debts when financial risks may occur to the company.

7. In case a member of the Members' Council detects that another member of the Members' Council has committed violations in the exercise of his/her assigned rights and obligations, he/she shall report in writing to the agency representing the owner. ownership; request the violating member to stop the violation and remedy the consequences.

Article 98. Working regimes, conditions and procedures for conducting meetings of the Members' Council

1. The Members' Council shall work according to the collective regime; meeting at least once a quarter to consider and decide on issues under their respective rights and obligations. For issues that do not require discussion, the Members' Council may collect written opinions of members in accordance with the provisions of the company's charter. The Members' Council may hold an extraordinary meeting to resolve urgent issues at the request of the company's owner's representative agency, at the request of the Chairman of the Members' Council or over 50% of the total number of members. co-member or Director or General Director.

2. The President of the Members' Council or a member authorized by the Chairman of the Members' Council shall have to prepare the program and content of documents, convene, preside over and act as chairman of the meeting of the Members' Council. Members of the Members' Council have the right to make written recommendations on the meeting agenda. The contents and documents of the meeting must be sent to members of the Members' Council and the person invited to the meeting at least 03 working days before the meeting date. Documents used in the meeting related to the proposal of the representative agency of the owner of the company to amend and supplement the company's charter, approve the company's development direction, approve the annual financial report, Reorganization or dissolution of the company must be sent to the members at least 05 working days before the meeting date.

3. Notice of invitation to the meeting of the Members' Council may be sent by invitation, phone, fax, electronic means or other methods prescribed by the company's charter and sent directly to each member of the Members' Council. and the person invited to the meeting. The content of the notice of meeting invitation must clearly specify the time, place and agenda of the meeting. Online meeting form can be applied when needed.

4. A meeting of the Members' Council is valid when at least two-thirds of the total number of members of the Members' Council attend. A resolution of the Members' Council is passed when more than half of the total number of attending members vote in favor; in case of equal number of votes, the content with the approval vote of the Chairman of the Members' Council or the person authorized by the Chairman of the Members' Council to chair the meeting shall be approved. Members of the Members' Council have the right to reserve their opinions and make recommendations to the agency representing the company's owner.

5. In case of collecting opinions of members of the Members' Council in writing, a resolution of the Members' Council shall be adopted when more than half of the total number of members of the Members' Council agree. Resolutions may be passed by using multiple copies of the same document if each of those copies has at least one signature of a member of the Members' Council.

6. Based on the contents and agenda of the meeting, when deems it necessary, the Members' Council shall invite competent representatives of relevant agencies and organizations to attend and discuss specific issues in the program. present the meeting. Representatives of agencies or organizations invited to the meeting have the right to express their opinions but do not participate in voting. The opinions expressed by representatives invited to attend the meeting are fully recorded in the minutes of the meeting.

7. Contents of discussed issues, expressed opinions, voting results, resolutions adopted by the Members' Council and conclusions of meetings of the Members' Council must be recorded in minutes. The chairman and secretary of the meeting must be jointly responsible for the accuracy and truthfulness of the minutes of the meeting of the Members' Council. Minutes of a meeting of the Members' Council must be approved before the end of the meeting. The minutes must include the following main contents:

a) Time, place, purpose and agenda of the meeting; the list of members attending the meeting; issues are discussed and voted on; summarize opinions and statements of members and representatives invited to the meeting on each discussed issue;

b) Number of votes for and against, in case the abstention method is not applied; the number of votes for, against and abstention in the case of applying the abstention method;

c) Decisions are passed;

d) Full names and signatures of members attending the meeting.

8. A member of the Members' Council has the right to request the Director, Deputy Director or General Director, Deputy General Director, Chief Accountant and managers of companies and subsidiaries in which 100% of the charter capital is held by the company. As a rule, the representative of the company's capital contribution in another enterprise shall provide information and documents on the financial situation and operation of the enterprise in accordance with the information regulation prescribed by the Members' Council or in accordance with a resolution of the Board of Directors. Council members. Persons requested to provide information must provide timely, complete and accurate information and documents at the request of members of the Members' Council, unless otherwise decided by the Members' Council.

9. The Members' Council shall use the management and administration apparatus and the assisting department of the company to perform its duties.

10. Operational expenses of the Members' Council, salaries, allowances and remuneration shall be included in the company management expenses.

11. In case of necessity, the Members' Council shall organize consultations with domestic and foreign consultants before deciding on important issues within the competence of the Members' Council. Fees for consulting experts are specified in the company's financial management regulations.

12. Resolutions of the Members' Council shall take effect from the date of adoption or from the effective date stated in the resolution, unless otherwise approved by the agency representing the owner.

Article 99. President of the company

1. The company president shall be appointed by the owner's representative agency in accordance with law. The Chairman of the company has a term of not more than 05 years and can be re-appointed. An individual is appointed for no more than two terms, unless the appointee has had more than 15 years of continuous working at that company before being first appointed. Criteria, conditions and cases of dismissal and dismissal of the company's President shall comply with the provisions of Articles 93 and 94 of this Law.

2. The company president shall exercise the rights and perform the obligations of the direct representative of the owner at the company in accordance with the Law on management and use of state capital invested in production and business at the enterprise; other rights, obligations and responsibilities as prescribed in Articles 92 and 97 of this Law.

3. The salary, allowance and remuneration of the company's president shall be included in the company's management expenses.

4. The company president shall use the management and administration apparatus and the assisting department of the company to perform his/her rights and obligations. In case of necessity, the company president organizes consultation with domestic and foreign consultants before deciding on important issues within the competence of the company president. Fees for consulting experts are specified in the company's financial management regulations.

5. Decisions falling within the competence specified in Clause 2 of this Article must be made in writing and signed with the title of the company's president, including the case where the company's president is concurrently the director or general director.

6. The decision of the company's president takes effect from the date of signing or from the effective date stated in the decision, except for cases where it must be approved by the agency representing the owner.

7. In case the company president leaves Vietnam for more than 30 days, he/she must authorize in writing another person to perform a number of rights and obligations of the company president; the authorization must be promptly notified in writing to the agency representing the owner. Other cases of authorization shall comply with the provisions of the company's internal management regulations.

Article 100. Director, General Director and Deputy Director, Deputy General Director

1. The director or general director shall be appointed or hired by the Members' Council or the company's president according to the personnel plan approved by the owner's representative agency.

2. The director or general director is responsible for managing the day-to-day operations of the company and has the following rights and obligations:

a) Organize the implementation and evaluate the results of the implementation of the company's plans, business plans and investment plans;

b) Organize the implementation and evaluate the results of the implementation of resolutions and decisions of the Members' Council, the company's president and the agency representing the company's owner;

c) Decide on the day-to-day work of the company;

d) Issue internal management regulations of the company approved by the Members' Council or the company's president;

dd) Appoint, hire, relieve from duty, remove from office, terminate the labor contract of the company manager, except for titles under the competence of the Members' Council or the company's president;

e) To enter into contracts and transactions on behalf of the company, except for cases under the authority of the Chairman of the Members' Council or the President of the company;

g) Prepare and submit quarterly and annual reports to the Members' Council or the company's president on the results of the implementation of the business plan objectives; financial report;

h) Proposing allocation and use of profit after tax and other financial obligations of the company;

i) Labor recruitment;

k) Proposing a plan to reorganize the company;

l) Other rights and obligations as prescribed by law and the company's charter.

3. The company has one or several deputy directors or deputy general directors. The number and authority to appoint deputy directors or deputy general directors are specified in the company's charter. Rights and obligations of the Deputy Director or Deputy General Director are specified in the company's charter and labor contract.

Article 101. Criteria and conditions of the Director and General Director

1. Not falling into the subjects specified in Clause 2, Article 17 of this Law.

2. Having professional qualifications and experience in business administration or in the company's business lines, industries or fields.

3. Not being a person related to the family of the head or deputy head of the owner's representative agency; members of the Members' Council, the company's president; Deputy General Director, Deputy Director and Chief Accountant of the company; Company controller.

4. Never been dismissed from the position of Chairman of the Members' Council, member of the Members' Council, President of the company, director or general director, deputy director or deputy general director at the company or in a state-owned enterprise is different.

5. Not concurrently the Director or General Director of another enterprise.

6. Other criteria and conditions specified in the company's charter.

Article 102. Dismissal or dismissal of the Director, General Director and other managers of the company, Chief Accountant

1. The director or general director shall be dismissed in the following cases:

a) The criteria and conditions specified in Article 101 of this Law no longer satisfy the criteria and conditions;

b) There is a resignation letter.

2. The director or general director shall be considered for dismissal in the following cases:

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

b) The enterprise fails to fulfill the annual business plan objectives;

c) The enterprise violates the law;

d) Not having enough qualifications and capacity to meet the requirements of the enterprise's development strategy and new business plan;

dd) Violating one of the rights, obligations and responsibilities of a manager specified in Articles 97 and 100 of this Law;

e) Other cases specified in the company's charter.

3. Within 60 days from the day on which the decision on dismissal or dismissal is issued, the Members' Council or the company's president shall consider and decide on the selection and appointment of a replacement.

4. The case of dismissal or dismissal of the Deputy General Director, Deputy Director, other managers of the company, the Chief Accountant shall be prescribed by the company's charter.

Article 103. Supervisory Board, Controllers

1. Based on the size of the company, the agency representing the owner shall decide to establish a Control Board with between 01 and 05 Supervisors, including the Head of the Control Board. The term of Supervisors shall not exceed 05 years and may be re-appointed but not exceeding 02 consecutive terms at that company. In case the Supervisory Board has only 01 Supervisor, that Supervisor is concurrently the Head of the Control Board and must meet the criteria of the Head of the Control Board.

2. An individual may concurrently be appointed as the Head of the Supervisory Board and the Controller of no more than 04 state-owned enterprises.

3. The Head of the Control Board and the Supervisors must have the following criteria and conditions:

a) Possessing a university degree or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a major relevant to the business operations of the enterprise and having at least 03 years of working experience; The head of the Supervisory Board must have at least 05 years of working experience;

b) Not be the manager of the company and the manager at another enterprise; must not be the Controller of an enterprise that is not a state-owned enterprise; are not employees of the company;

c) Not being a family member of the head or deputy of the head of the agency representing the company's owner; members of the Members' Council of the company; Company president; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;

d) Other standards and conditions specified in the company's charter.

4. The Government shall detail this Article.

Article 104. Obligations of the Control Board

1. The Control Board has the following obligations:

a) Supervising the organization and implementation of development strategies and business plans;

b) Monitor and evaluate the current status of business operations and financial status of the company;

c) Supervising and evaluating the exercise of rights and obligations of members of the Members' Council and the Members' Council, the company's president, the director or general director of the company;

d) Monitor and evaluate the effectiveness and compliance with internal audit regulations, risk management and prevention regulations, reporting regulations and other internal governance regulations of the company;

dd) Supervising the legality, systematicity and truthfulness in accounting work, accounting books, contents of financial statements, appendices and related documents;

e) Supervising contracts and transactions of the company with related parties;

g) Supervising the implementation of large investment projects; contracts, purchase and sale transactions; contracts and other large-scale business transactions; contracts, unusual business transactions of the company;

h) Make and send assessment reports and recommendations on the contents specified at Points a, b, c, d, dd, e and g of this Clause to the owner's representative agency and the Members' Council;

i) Perform other obligations at the request of the agency representing the owner, as stipulated in the company's charter.

2. Salary, remuneration, bonus and other benefits of the Controllers shall be decided and paid by the agency representing the owner.

3. The Government shall detail this Article.

Article 105. Rights of the Control Board

1. Participating in meetings of the Members' Council, formal and informal consultations and exchanges between the owner's representative agency and the Members' Council; question the Members' Council, members of the Members' Council, the company's president and the director or general director about plans, projects, development investment programs and other decisions in management and administration of the company. company.

2. Review the company's accounting books, reports, contracts, transactions and other documents; inspect the management and administration of the Members' Council, members of the Members' Council, the company's president, the director or general director when deeming it necessary or at the request of the agency representing the owner. .

3. To request the Members' Council, members of the Members' Council, company president, director, deputy director or general director, deputy general director, chief accountant and other managers to report and provide information within the scope of management and investment and business activities of the company.

4. Request the company manager to report on the financial status and business results of the subsidiary when deeming it necessary to perform the tasks as prescribed by law and the company's charter.

5. Request the owner's representative agency to establish an audit unit to advise and directly support the Control Board in exercising its assigned rights and obligations.

6. Other rights specified in the company's charter.

Article 106. Working regime of the Control Board

1. The Head of the Control Board shall elaborate the monthly, quarterly and annual working plan of the Control Board; assign specific tasks and tasks to each Controller.

2. Controllers actively and independently perform assigned tasks and tasks; propose, recommend the performance of other control tasks and tasks outside the plan, outside the assigned scope when deeming it necessary.

3. The Supervisory Board meets at least once a month to review, evaluate and approve the monthly report on control results and submit it to the owner's representative agency; discuss and approve the next action plan of the Supervisory Board.

4. Decisions of the Supervisory Board are adopted when a majority of the attending members agree. Opinions different from the content of the approved decision must be fully and accurately recorded and reported to the owner's representative agency.

Article 107. Responsibilities of Controllers

1. Comply with the law, the company's charter, decisions of the agency representing the owner and professional ethics in exercising the rights and obligations of the Controller.

2. To perform the assigned rights and obligations honestly, carefully, and best to protect the interests of the State, the company and the legitimate interests of the parties at the company.

3. Loyalty to the interests of the State and the company; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or for the benefit of other organizations or individuals.

4. In case of breach of responsibilities specified in this Article, causing damage to the company, the Controller shall be personally or jointly responsible for compensating for such damage; depending on the nature and seriousness of the violation and the damage, may also be disciplined, administratively sanctioned or examined for penal liability in accordance with law; return to the company all income and benefits derived from the breach of liability specified in this Article.

5. Report promptly to the agency representing the owner, and at the same time request the Controller to stop the violation and remedy the consequences in case it is detected that such Controller violates the rights, obligations and responsibilities. assigned duties.

6. Promptly report to the agency representing the company owner, other Controllers and relevant individuals, and request that individual to stop the violation and remedy the consequences in the following cases this:

a) Detecting that a member of the Members' Council, the company's president, the director or general director and other managers violates regulations on their rights, obligations and responsibilities or is in danger of doing so; there;

b) Detecting violations of the law or regulations of the company's charter or internal management regulations of the company.

7. Other responsibilities as prescribed by this Law and the company's charter.

Article 108. Dismissal and dismissal of Heads of Supervisory Boards and Controllers

1. The Head of the Control Board or the Supervisors shall be dismissed in the following cases:

a) No longer fully satisfy the criteria and conditions prescribed in Article 103 of this Law;

b) There is a resignation letter approved by the agency representing the owner;

c) Being assigned or assigned by the owner's representative agency or other competent agency to perform other tasks;

d) Other cases as prescribed in the company's charter.

2. The Head of the Control Board or the Supervisors shall be dismissed in the following cases:

a) Failing to perform assigned duties, tasks or tasks for 03 consecutive months, except in case of force majeure;

b) Failing to fulfill assigned duties, tasks or tasks within 01 year;

c) Repeatedly or seriously violating the rights, obligations and responsibilities of the Head of the Supervisory Board and the Supervisors specified in this Law and the company's charter;

d) Other cases as prescribed in the company's charter.

Article 109. Periodic information disclosure

1. The company must periodically publish on the website of the company and the agency representing the owner the following information:

a) Basic information about the company and its charter;

b) General objectives; specific goals and targets of the annual business plan;

c) Report and summarize the annual financial statements audited by an independent auditing organization within 150 days from the end of the fiscal year; including the parent company's financial statements and the consolidated financial statements (if any);

d) Report and summary of the mid-year financial statements audited by an independent auditing organization; the deadline for publication must be before July 31 every year; including the parent company's financial statements and the consolidated financial statements (if any);

dd) An evaluation report on the results of the implementation of the annual production and business plan;

e) Report on the performance of public utility tasks assigned according to the plan or bidding (if any) and other social responsibilities;

g) Report on the current situation of corporate governance and organizational structure.

2. A report on the current state of corporate governance includes the following information:

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

b) Information about the company's manager, including professional qualifications, professional experience, management positions held, method of appointment, assigned management tasks; level and manner of payment of salary, remuneration, bonus and other benefits; related persons and related interests of company managers;

c) Relevant decision of the agency representing the owner; resolutions and decisions of the Members' Council or the company's president;

d) Information about the Supervisory Board, Supervisors and their activities;

dd) Report on conclusions of the inspection agency (if any) and reports of the Supervisory Board and Supervisors;

e) Information about related persons of the company, contracts and transactions of the company with related persons;

g) Other information as prescribed in the company's charter.

3. Published information must be complete, accurate and timely as prescribed by law.

4. The legal representative or person authorized to disclose information shall disclose information. The legal representative must be responsible for the completeness, timeliness, truthfulness and accuracy of the published information.

5. The Government shall detail this Article.

Article 110. Unusual information disclosure

1. The company must announce on its website, publications (if any) and publicly post it at the head office and business location of the company about unusual information within 36 hours from the date of issue. when one of the following events occurs:

a) The company's account is blocked or allowed to operate again after being blocked;

b) Suspending part or all of business activities; having the enterprise registration certificate, establishment license, establishment and operation license revoked, operation license or other license related to the company's operations;

c) Amendment and supplementation of the enterprise registration certificate, establishment license, establishment and operation license, operation license or other license related to the company's operations;

d) Change of members of the Members' Council, President of the company, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, Head of Finance and Accounting Department, Head of Supervisory Board or Supervisory Board. tablets;

dd) There is a decision to discipline, prosecute, or a judgment or decision of the Court against the manager of the enterprise;

e) There is a conclusion of the inspection agency or the tax administration agency about the violation of the law by the enterprise;

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

h) There is a decision on establishment, dissolution, consolidation, merger or transformation of subsidiaries, branches or representative offices; decide to invest, reduce capital or divest investments in other companies.

2. The Government shall detail this Article.

Chapter V

JOINT STOCK COMPANY

Article 111. Joint stock companies

1. Joint stock company is an enterprise in which:

a) The charter capital is divided into equal parts called shares;

b) Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;

c) Shareholders are only liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;

d) Shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of this Law.

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

3. Joint stock companies have the right to issue shares, bonds and other securities of the company.

Article 112. Capital of a joint-stock company

1. The charter capital of a joint-stock company is the total par value of shares of all types sold. Charter capital of a joint-stock company when registering for business establishment is the total par value of shares of all kinds which have been registered for purchase and recorded in the company's charter.

2. Sold shares are shares entitled to be offered for sale which have been fully paid by shareholders to the company. When registering the establishment of an enterprise, the sold shares are the total number of shares of all types that have been registered to buy.

3. Shares entitled to be offered for sale of a joint-stock company is the total number of shares of all types that the General Meeting of Shareholders decides to offer to raise capital. The number of shares entitled to be offered for sale of a joint-stock company when registering for business establishment is the total number of shares of all kinds that the company will offer to raise capital, including shares that have been registered to buy and shares that have not yet been sold. registered to buy.

4. Unsold shares are shares that are entitled to be offered for sale and have not yet been paid to the company. When registering to establish an enterprise, unsold shares are the total number of shares of all types that have not been registered for purchase.

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

a) According to the decision of the General Meeting of Shareholders, the company will refund a part of the contributed capital to the shareholders in proportion to their share ownership in the company if the company has operated continuously for 02 years or more. from the date of registration of the establishment of the enterprise and ensure to pay all debts and other property obligations after they have been returned to shareholders;

b) The company repurchases the sold shares according to the provisions of Articles 132 and 133 of this Law;

c) Charter capital is not paid in full and on time by shareholders as prescribed in Article 113 of this Law.

Article 113. Payment for shares registered for purchase upon enterprise establishment registration

1. Shareholders must pay in full for the number of shares registered for purchase within 90 days from the date of issuance of the Certificate of Business Registration, unless otherwise specified in the company's charter or share purchase registration contract. set a shorter time limit. In case shareholders contribute capital with assets, the time for import and export transportation and carrying out administrative procedures to transfer ownership of such assets shall not be included in this time limit for capital contribution. The Board of Directors is responsible for supervising and urging shareholders to pay in full and on time the registered shares.

2. Within the time limit from the date the company is granted the Certificate of Business Registration to the last day to fully pay for the number of shares registered to buy as prescribed in Clause 1 of this Article, the number of votes of the shareholders shall be calculated according to the number of ordinary shares registered to buy, unless otherwise provided for in the company's charter.

3. If after the time limit specified in Clause 1 of this Article, a shareholder has not yet paid or is only able to pay a part of the shares registered to buy, the following provisions shall apply:

a) A shareholder who has not yet paid for the number of shares registered to buy is automatically no longer a shareholder of the company and may not transfer the right to buy such shares to another person;

b) Shareholders only pay part of the number of shares registered to buy with voting rights, receive dividends and other rights in proportion to the number of paid shares; may not transfer the right to purchase unpaid shares to another person;

c) Unpaid shares are considered unsold shares and the Board of Directors is entitled to sell;

d) Within 30 days from the end of the time limit for paying in full for the number of shares registered to buy as prescribed in Clause 1 of this Article, the company must register for an adjustment of charter capital equal to the par value of shares. has been paid in full, unless the unpaid shares have been sold out within this time limit; register to change founding shareholders.

4. Shareholders who have not yet paid or have not fully paid for the number of shares registered to buy must be responsible in proportion to the total par value of shares registered to buy for the financial obligations of the company arising within the time limit. before the date the company registers to adjust its charter capital as prescribed at point d, clause 3 of this Article. Members of the Board of Directors and legal representatives shall be jointly responsible for any damage arising from failure to perform or strictly comply with the provisions of Clauses 1 and d, Clause 3 of this Article.

5. Except for the case specified in Clause 2 of this Article, the capital contributor shall become a shareholder of the company from the time of payment for the purchase of shares and information on shareholders specified at Points b, c, d and dd, Clause 2, Article 122 of this Law are recorded in the register of shareholders.

Article 114. Types of shares

1. Joint stock companies must have common shares. Owners of common shares are common shareholders.

2. In addition to ordinary shares, a joint stock company may have preferred shares. Owners of preferred shares are called preferred shareholders. Preference shares include the following types:

a) Dividend preference shares;

b) Redeemable preferred shares;

c) Voting preference shares;

d) Other preferred shares as prescribed in the company's charter and the law on securities.

3. Persons entitled to purchase dividend preference shares, redeemable preference shares and other preferred shares shall be provided for in the company's charter or decided by the General Meeting of Shareholders.

4. Each share of the same class gives the owner of that share equal rights, obligations and benefits.

5. Ordinary shares cannot be converted into preferred shares. Preference shares can be converted into common shares according to the resolution of the General Meeting of Shareholders.

6. Common shares used as the underlying asset to issue depository certificates without voting rights are called basic ordinary shares. Depository certificates without voting rights have economic benefits and obligations corresponding to the underlying ordinary shares, excluding voting rights.

7. The Government shall regulate depository certificates without voting rights.

Article 115. Rights of common shareholders

1. Common shareholders have the following rights:

a) Attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or in other forms as prescribed by the company's charter and law. Each common share has one vote;

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

c) Priority is given to buying new shares in proportion to the percentage of common stock ownership of each shareholder in the company;

d) To freely transfer their shares to others, except for the cases specified in Clause 3, Article 120, Clause 1, Article 127 of this Law and other relevant laws;

dd) Review, look up and extract information about names and contact addresses in the list of shareholders with voting rights; request correction of his incorrect information;

e) Review, look up, extract or copy the company's charter, minutes of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders;

g) When the company is dissolved or goes bankrupt, to receive a part of the remaining assets in proportion to the percentage of share ownership in the company.

2. Shareholders or groups of shareholders owning 05% or more of the total number of ordinary shares or a smaller percentage as prescribed in the company's charter have the following rights:

a) Review, look up and extract minutes and resolutions, decisions of the Board of Directors, mid-year and annual financial statements, reports of the Supervisory Board, contracts and transactions that must be approved Board of Directors and other documents, except documents related to trade secrets, business secrets of the company;

b) Request to convene the General Meeting of Shareholders in the case specified in Clause 3 of this Article;

c) Request the Control Board to examine each specific issue related to the management and operation of the company when deeming it necessary. The request must be in writing and must include the following contents: full name, contact address, nationality, legal document number of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations; the number of shares and the time of registration of shares of each shareholder, the total number of shares of the whole group of shareholders and the percentage of ownership in the total number of shares of the company; the problem to be examined, the purpose of the test;

d) Other rights as prescribed by this Law and the company's charter.

3. A shareholder or group of shareholders specified in Clause 2 of this Article has the right to request the convening of the General Meeting of Shareholders in the following cases:

a) The Board of Directors seriously violates the rights of shareholders, the obligations of managers or makes decisions beyond its assigned authority;

b) Other cases as prescribed in the company's charter.

4. The request to convene a meeting of the General Meeting of Shareholders specified in Clause 3 of this Article must be in writing and must include the following contents: full name, contact address, nationality, number of legal papers of individuals for shareholders being individuals; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations; the number of shares and the time of share registration of each shareholder, the total number of shares of the group of shareholders and the percentage of ownership in the total number of shares of the company, grounds and reasons for requesting the convening of the General Meeting of Shareholders. shareholders. Enclosed with the request to convene a meeting, there must be documents and evidences about violations of the Board of Directors, the extent of violations or decisions beyond its competence.

5. A shareholder or a group of shareholders owning 10% or more of the total number of ordinary shares or a smaller percentage as prescribed in the company's charter has the right to nominate a person to the Board of Directors or the Supervisory Board. . Unless otherwise provided in the company's charter, the nomination of persons to the Board of Directors and the Control Board shall be as follows:

a) The common shareholders form a group to nominate people to the Board of Directors and the Control Board must notify the group meeting to the attending shareholders before the opening of the General Meeting of Shareholders;

b) Based on the number of members of the Board of Directors and the Supervisory Board, a shareholder or group of shareholders specified in this Clause is entitled to nominate one or a number of people according to the decision of the General Meeting of Shareholders as a candidate. Board of Directors and Supervisory Board. In case the number of candidates nominated by a shareholder or a group of shareholders is lower than the number of candidates they are entitled to nominate under the decision of the General Meeting of Shareholders, the remaining number of candidates shall be determined by the Board of Directors, the Board of Directors and the Board of Directors. controlling and nominated by other shareholders.

6. Other rights as prescribed by this Law and the company's charter.

Article 116. Voting preference shares and rights of shareholders owning voting preference shares

1. Voting preference shares are ordinary shares that have more votes than other ordinary shares; the number of votes of a voting preference share shall be stipulated in the company's charter. Only organizations authorized by the Government and founding shareholders are entitled to hold voting preference shares. Voting preference of founding shareholders is valid for 03 years from the date the company is granted the Certificate of Business Registration. Voting rights and the duration of voting preferences for voting preference shares held by organizations authorized by the Government are specified in the company's charter. After the voting preference period, the voting preference shares are converted into common shares.

2. Shareholders owning voting preference shares have the following rights:

a) Vote on issues under the authority of the General Meeting of Shareholders with the number of votes specified in Clause 1 of this Article;

b) Other rights as common shareholders, except for the case specified in Clause 3 of this Article.

3. Shareholders owning voting preference shares may not transfer such shares to other people, except in cases of transfer according to legally effective court judgments or decisions or inheritance.

4. The Government shall detail this Article.

Article 117. Dividend preference shares and rights of shareholders owning dividend preference shares

1. Dividend preference shares are shares that pay dividends at a higher rate than that of ordinary shares or a stable annual rate. Dividends distributed annually include fixed dividends and bonus dividends. Fixed dividends do not depend on the business results of the company. The specific fixed dividend level and the method of determining bonus dividends are specified in the shares of the dividend preferred shares.

2. Shareholders owning dividend preference shares have the following rights:

a) Receive dividends as prescribed in Clause 1 of this Article;

b) Receive the remaining assets in proportion to the percentage of share ownership in the company after the company has paid off all debts, refundable preferred shares when the company is dissolved or bankrupt;

c) Other rights as common shareholders, except for the case specified in Clause 3 of this Article.

3. Shareholders owning dividend preference shares without voting rights, attending the General Meeting of Shareholders, nominating persons to the Board of Directors and Control Board, except for the case specified in Clause 6, Article 148 of this Law. This law.

Article 118. Redeemable preference shares and rights of shareholders owning redeemable preference shares

1. Redeemable preference shares are shares that are refunded by the company at the request of the owner or according to the conditions stated in the shares of redeemable preference shares and the company's charter.

2. Shareholders owning redeemable preference shares have the same rights as ordinary shareholders, except for the case specified in Clause 3 of this Article.

3. Shareholders owning redeemable preferred shares without the right to vote, attend the General Meeting of Shareholders, nominate persons to the Board of Directors and Control Board, except for the case specified in Clause 5, Article 114 and Clause 6, Article 148 of this Law.

Article 119. Obligations of shareholders

1. Pay in full and on time the number of shares committed to buy.

2. Not to withdraw capital contributed by ordinary shares from the company in any form, except in the case of shares being bought back by the company or another person. In case a shareholder withdraws part or all of the contributed share capital contrary to the provisions of this Clause, such shareholder and persons with related interests in the company must be jointly responsible for all debts and obligations. other property of the company to the extent the value of the shares was withdrawn and damages occurred.

3. Comply with the company's charter and internal management regulations.

4. To abide by resolutions and decisions of the General Meeting of Shareholders and the Board of Directors.

5. Confidentiality of information provided by the company in accordance with the provisions of the company's charter and the law; only use the information provided to exercise and protect their legitimate rights and interests; It is strictly forbidden to distribute, copy or send information provided by the company to other organizations and individuals.

6. Other obligations as prescribed by this Law and the company's charter.

Article 120. Common shares of founding shareholders

1. Newly established joint-stock companies must have at least 03 founding shareholders. A joint-stock company converted from a state-owned enterprise or from a limited liability company or divided, split, consolidated or merged from another joint-stock company does not necessarily have founding shareholders; In this case, the company's charter in the enterprise registration dossier must be signed by the legal representative or the common shareholders of that company.

2. Founding shareholders must jointly register to buy at least 20% of the total number of ordinary shares that are entitled to be offered for sale when registering for business establishment.

3. Within 03 years from the date the company is granted the Certificate of Enterprise Registration, the common shares of founding shareholders are freely transferable to other founding shareholders and can only be transferred to non-founders. must be a founding shareholder if approved by the General Meeting of Shareholders. In this case, the founding shareholders who intend to transfer ordinary shares do not have the right to vote on the transfer of such shares.

4. The restrictions specified in Clause 3 of this Article do not apply to the following ordinary shares:

a) Shares that founding shareholders have more after registering for business establishment;

b) Shares have been transferred to another person who is not a founding shareholder.

Article 121. Shares

1. Shares are certificates issued by a joint-stock company, journal entries or electronic data confirming the ownership of one or several shares of that company. Shares must include the following principal contents:

a) Name, enterprise code, address of the head office of the company;

b) Number of shares and type of shares;

c) The par value of each share and the total par value of the number of shares recorded on the share;

d) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations;

dd) Signature of the legal representative of the company;

e) Registration number in the register of shareholders of the company and date of issue of shares;

g) Other contents as prescribed in Articles 116, 117 and 118 of this Law for shares of preferred shares.

2. In case there are errors in the content and form of shares issued by the company, the rights and interests of the owners of such shares will not be affected. The legal representative of the company is responsible for the damage caused by such errors.

3. In case the shares are lost, damaged or destroyed in another form, the shareholder shall be re-issued with shares by the company at the request of such shareholder. The shareholder's proposal must include the following contents:

a) Information about shares that have been lost, damaged or otherwise destroyed;

b) Commitment to be responsible for disputes arising from the re-issuance of new shares.

Article 122. Register of shareholders

1. A joint-stock company must make and keep a register of shareholders from the time it is granted an enterprise registration certificate. The register of shareholders can be a paper document, an electronic data set that records information about share ownership of company shareholders.

2. The register of shareholders must include the following principal contents:

a) Name and address of the head office of the company;

b) Total number of shares to be offered for sale, types of shares to be offered for sale and number of shares to be offered for sale of each class;

c) Total number of shares sold of each type and value of contributed share capital;

d) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations;

dd) Number of shares of each type of each shareholder, date of registration of shares.

3. The register of shareholders is kept at the head office of the company or other organizations that have the function of keeping the register of shareholders. Shareholders have the right to check, look up, extract and copy names and contact addresses of company shareholders in the register of shareholders.

4. In case a shareholder changes his or her contact address, it must promptly notify the company so that it can be updated in the register of shareholders. The Company is not responsible for not being able to contact shareholders due to not being notified of changes in shareholder contact addresses.

5. The company must promptly update the change of shareholders in the register of shareholders at the request of the relevant shareholders in accordance with the provisions of the company's charter.

Article 123. Offering for sale of shares

1. Share offering means the company increasing the number of shares, the type of shares it is entitled to offer to increase its charter capital.

2. Share offering can be made in the following forms:

a) Offering shares to existing shareholders;

b) Private placement of shares;

c) Offering shares to the public.

3. Public offering of shares, offering for sale of shares by public companies and other organizations shall comply with the law on securities.

4. The company shall register to change its charter capital within 10 days from the date of completion of the share sale.

Article 124. Offering shares to existing shareholders

1. Offering shares to existing shareholders is the case in which the company increases the number of shares, the type of shares it is entitled to offer and sells all of those shares to all shareholders according to the share ownership ratio. their presence at the company.

2. An offer of shares to existing shareholders of a joint-stock company that is not a public company is done as follows:

a) The company must notify the shareholders in writing in a manner that ensures they reach their contact addresses in the register of shareholders at least 15 days before the expiration of the time limit for registration to purchase shares;

b) The notice must include full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations; number of shares and current share ownership ratio of shareholders in the company; the total number of shares expected to be offered for sale and the number of shares shareholders are entitled to buy; share offering price; purchase registration period; full name and signature of the legal representative of the company. The notice must be enclosed with a form of registration form to buy shares issued by the company. If the share purchase registration form is not sent to the company on time according to the notice, such shareholder shall be deemed to have not received the priority right to purchase;

c) Shareholders have the right to transfer their priority right to buy shares to other people.

3. In case the number of shares to be offered for sale is not fully registered by the shareholder and the transferee of the right to purchase, the Board of Directors has the right to sell the remaining number of shares to be offered for sale to the shareholders of the company. companies and others with conditions not more favorable than those offered for sale to shareholders, unless otherwise approved by the General Meeting of Shareholders or otherwise provided by the law on securities.

4. Shares are considered to have been sold when fully paid and information about the purchaser specified in Clause 2, Article 122 of this Law is fully recorded in the register of shareholders; from that point on, the person who buys the shares becomes the shareholder of the company.

5. After the shares are paid in full, the company issues and delivers the shares to the buyer; In case of not handing over shares, the information about the shareholder specified in Clause 2, Article 122 of this Law shall be recorded in the register of shareholders to certify that shareholder's ownership of shares in the company.

Article 125. Private offering of shares

1. A private placement of shares by a joint-stock company that is not a public company must satisfy the following conditions:

a) Failing to offer for sale through the mass media;

b) Offering for sale to less than 100 investors, excluding professional securities investors or only offering to professional securities investors.

2. A joint-stock company that is not a public company shall conduct a private placement of shares in accordance with the following provisions:

a) The company shall decide on a plan for a private placement of shares in accordance with this Law;

b) Shareholders of the company exercise the right of priority to purchase shares as prescribed in Clause 2, Article 124 of this Law, except in the case of merger or consolidation of the company;

c) If the shareholders and the transferee of the right to buy priority do not buy them all, the remaining shares will be sold to other people according to the plan of private placement of shares with conditions not more favorable than those of the offer for sale. to shareholders, unless otherwise approved by the General Meeting of Shareholders.

3. Foreign investors purchasing shares offered for sale under the provisions of this Article must carry out procedures for share purchase in accordance with the Law on Investment.

Article 126. Sale of shares

The Board of Directors decides the time, method and selling price of shares. The selling price of shares must not be lower than the market price at the time of sale or the value recorded in the books of the shares at the latest time, except for the following cases:

1. Shares sold for the first time to people who are not founding shareholders;

2. Shares are sold to all shareholders in proportion to their existing share ownership in the company;

3. Shares sold to brokers or guarantors; In this case, the specific discount number or discount rate must be approved by the General Meeting of Shareholders, unless otherwise provided for in the company's charter;

4. Other cases and the discount rate in such cases shall be prescribed by the company's charter or the resolution of the General Meeting of Shareholders.

Article 127. Transfer of shares

1. Shares are freely transferable, except for the case specified in Clause 3, Article 120 of this Law and the company's charter which restricts the transfer of shares. Where the company's charter contains restrictions on the transfer of shares, these provisions will only take effect when clearly stated in the shares of the respective shares.

2. The transfer is done by contract or transaction on the stock market. In case of transfer by contract, the transfer papers must be signed by the transferor and the transferee or their authorized representatives. In case of trading on the stock market, the order and procedures for transfer shall comply with the provisions of the law on securities.

3. In case a shareholder being an individual dies, his or her heirs according to the will or law of such shareholder shall become a shareholder of the company.

4. In case a shareholder being an individual dies without an heir, the heir refuses to receive the inheritance or is deprived of the right to inherit, the shares of such shareholder shall be settled in accordance with the law on people. NS.

5. Shareholders have the right to donate part or all of their shares in the company to other individuals or organizations; use shares to pay off debt. Individuals and organizations that are given or received debt repayment by shares will become shareholders of the company.

6. Individuals and organizations that receive shares in the cases specified in this Article only become shareholders of the company from the time their information specified in Clause 2, Article 122 of this Law is fully recorded in the book. shareholder registration.

7. The company must register the change of shareholders in the register of shareholders at the request of the relevant shareholder within 24 hours from the date of receipt of the request as prescribed in the company's charter.

Article 128. Private offering of bonds

1. A joint-stock company that is not a public company offers a private placement of bonds in accordance with this Law and other relevant laws. Private offering of bonds of public companies and other organizations and offering of bonds to the public shall comply with the provisions of the law on securities.

2. Private offering of bonds by a joint-stock company that is not a public company is an offering not through the mass media to less than 100 investors, excluding professional securities investors and satisfying meet the following conditions for individual bond purchasers:

a) Strategic investors of individual convertible bonds and bonds with individual warrants;

b) Professional securities investors for individual convertible bonds, bonds with individual warrants and other types of individual bonds.

3. A joint-stock company that is not a public company that offers private placement of bonds must satisfy the following conditions:

a) The Company has fully paid both principal and interest of the offered bonds and has reached maturity or paid all due debts for 03 consecutive years before the bond offering (if any), except the case of bond offering to creditors being selected financial institutions;

b) Having audited financial statements of the year preceding the year of issuance;

c) Satisfy the conditions on the financial safety ratio and the prudential ratio in operations as prescribed by law;

d) Other conditions as prescribed by relevant laws.

Article 129. Order and procedures for private placement and transfer of bonds

1. The company shall decide on a plan for a private placement of bonds in accordance with this Law.

2. The company shall disclose information before each offering to investors who have registered to buy bonds and notify the offering to the Stock Exchange at least 01 working day before the expected date of holding the bond offering. promissory note.

3. The Company discloses information about the results of the offering to investors who have purchased bonds and announces the results of the offering to the Stock Exchange within 10 days from the end of the offering. sell bonds.

4. Privately issued bonds may be transferred between investors who satisfy the conditions for individual bond purchasers specified in Clause 2, Article 128 of this Law, except for cases in which judgments or decisions are made. of the Court has taken legal effect, the award of the Arbitrator is valid or inherited according to the provisions of law.

5. Pursuant to the provisions of this Law and the Law on Securities, the Government shall detail the types of bonds, dossiers, order and procedures for individual bond issuance and trading; information disclosure; issue bonds to the international market.

Article 130. Decision on private placement of bonds

1. The company decides to offer private placement of bonds in accordance with the following provisions:

a) The General Meeting of Shareholders decides on the type and total value of bonds and the time of offering for convertible bonds and bonds with warrants. The voting on the resolution on the private placement of bonds of the company shall comply with the provisions of Article 148 of this Law;

b) Unless otherwise provided for in the company's charter and except for the case specified at Point a of this Clause, the Board of Directors has the right to decide on the type of bond, the total value of the bond and the time of offering, but must notify report to the General Meeting of Shareholders at the nearest meeting. The report must be accompanied by documents and records on the bond offering.

2. The Company shall register to change its charter capital within 10 days from the date of completion of the conversion of bonds into shares.

Article 131. Purchase of shares and bonds

Shares and bonds of joint stock companies can be purchased in Vietnam Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, other assets stipulated in the company's charter and must be paid in full once.

Article 132. Redemption of shares at the request of shareholders

1. Shareholders who have voted not to pass a resolution on the reorganization of the company or changes in the rights and obligations of shareholders specified in the company's charter have the right to request the company to buy back their shares. The request must be in writing, clearly stating the name and address of the shareholder, the number of shares of each class, the intended selling price, and the reason for requesting the company to buy back. The request must be sent to the company within 10 days from the date the General Meeting of Shareholders passes a resolution on the issues specified in this Clause.

2. The company must repurchase shares at the request of shareholders specified in Clause 1 of this Article at the market price or the price calculated according to the principles specified in the company's charter within 90 days from the date of receipt. request. If the price cannot be reached, the parties may request a valuation organization to determine the price. The company introduces at least 03 valuation organizations for shareholders to choose and that selection is the final decision.

Article 133. Redemption of shares under the decision of the company

The Company has the right to redeem no more than 30% of the total number of sold ordinary shares, part or all of the sold dividend preference shares in accordance with the following provisions:

1. The Board of Directors has the right to decide to buy back no more than 10% of the total number of shares of each type sold within 12 months. In other cases, the repurchase of shares shall be decided by the General Meeting of Shareholders;

2. The Board of Directors decides the share repurchase price. For ordinary shares, the redemption price must not be higher than the market price at the time of redemption, except for the case specified in Clause 3 of this Article. For shares of other types, unless otherwise provided for in the company's charter or the company and related shareholders do not otherwise agree, the redemption price must not be lower than the market price;

3. The company may redeem shares of each shareholder in proportion to their share ownership ratio in the company according to the following order and procedures:

a) The decision to repurchase shares of the company must be notified by a method that is guaranteed to reach all shareholders within 30 days from the date of approval of such decision. The notice must include the name, address of the head office of the company, the total number of shares and types of shares to be repurchased, the redemption price or principles of redemption valuation, the procedure and payment term, and deadline for shareholders to sell their shares to the company;

b) Shareholders agreeing to resell shares must send written consent to sell their shares by a method that is guaranteed to reach the company within 30 days from the date of notification. The written consent to sell shares must contain the full name, contact address and number of legal papers of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations; number of shares owned and number of shares agreed to sell; payment methods; signature of the shareholder or the shareholder's legal representative. The Company only repurchases shares within the above time limit.

Article 134. Conditions for payment and handling of redeemed shares

1. The company may only make payment for redeemed shares to shareholders according to the provisions of Articles 132 and 133 of this Law if, immediately after paying for the redeemed shares, the company still ensures full payment. liabilities and other property obligations.

2. Shares repurchased under the provisions of Articles 132 and 133 of this Law shall be regarded as unsold shares according to the provisions of Clause 4, Article 112 of this Law. The company must register to reduce its charter capital corresponding to the total par value of shares repurchased by the company within 10 days from the date of completion of the payment for share repurchase, unless otherwise provided by the securities law. other rule.

3. Shares confirming ownership of shares that have been redeemed must be destroyed immediately after the corresponding shares have been fully paid. The Chairman of the Board of Directors and the Director or General Director must be jointly liable for damage caused by failure to destroy or delay in destruction of shares.

4. After paying off the redeemed shares, if the total value of assets recorded in the company's accounting books decreases by more than 10%, the company must notify all creditors within 15 days. from the date of full payment of redeemed shares.

Article 135. Payment of dividends

1. Dividends paid for preference shares shall be made according to the conditions applicable to each type of preference shares separately.

2. Dividends paid for ordinary shares are determined based on the net profit realized and the dividend payment deducted from the company's retained earnings. A joint-stock company may only pay dividends of ordinary shares when the following conditions are satisfied:

a) The company has fulfilled its tax obligations and other financial obligations as prescribed by law;

b) Have set aside company funds and offset previous losses in accordance with the law and the company's charter;

c) Immediately after paying all dividends, the company still ensures to pay all due debts and other property obligations.

3. Dividends may be paid in cash, by shares of the company or by other assets specified in the company's charter. If payment is made in cash, it must be made in Vietnam Dong and according to the payment methods prescribed by law.

4. Dividends must be paid in full within 06 months from the end of the Annual General Meeting of Shareholders. The Board of Directors shall make a list of shareholders who are entitled to receive dividends, determine the level of dividends to be paid for each share, the time limit and form of payment at least 30 days before each dividend payment. Notice of dividend payment shall be sent by a secure method to shareholders at the address registered in the register of shareholders at least 15 days before the payment of dividends. The notice must include the following:

a) The name of the company and the address of the head office of the company;

b) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders;

c) Name, enterprise code or number of legal papers of the organization, address of the head office, for shareholders being organizations;

d) Number of shares of each type of shareholder; the level of dividends for each share and the total number of dividends received by such shareholder;

dd) Time and method of paying dividends;

e) Full name and signature of the Chairman of the Board of Directors and the legal representative of the company.

5. In case a shareholder transfers his/her shares between the time of closing the list of shareholders and the time of paying dividends, the transferor is the recipient of the dividend from the company.

6. In case of paying dividends in shares, the company is not required to carry out the procedures for offering shares as prescribed in Articles 123, 124 and 125 of this Law. The company must register to increase its charter capital corresponding to the total par value of shares used to pay dividends within 10 days from the date of completion of dividend payment.

Article 136. Withdrawal of payment for redeemed shares or dividends

In case the payment of the redeemed shares is contrary to the provisions of Clause 1, Article 134 of this Law or the payment of dividends is contrary to the provisions of Article 135 of this Law, the shareholder must return the money and assets to the company. other received; In case shareholders are unable to return to the company, all members of the Board of Directors must be jointly responsible for the debts and other property obligations of the company within the value of money and assets. paid to shareholders but not yet refunded.

Article 137. Organization and management structure of joint-stock companies

1. Unless otherwise provided for by the law on securities, a joint-stock company has the right to choose an organization to manage and operate according to one of the following two models:

a) The General Meeting of Shareholders, the Board of Directors, the Supervisory Board and the Director or General Director. In case a joint-stock company has less than 11 shareholders and the shareholders are organizations holding less than 50% of the total shares of the company, it is not required to have a Supervisory Board;

b) General Meeting of Shareholders, Board of Directors and Director or General Director. In this case, at least 20% of the members of the Board of Directors must be independent members and have an Audit Committee under the Board of Directors. The organizational structure, functions and tasks of the Audit Committee are specified in the company's charter or the operation regulations of the Audit Committee issued by the Board of Directors.

2. Where a company has only one legal representative, the Chairman of the Board of Directors or the Director or General Director shall be the legal representative of the company. Unless otherwise provided in the Charter, the Chairman of the Board of Directors is the legal representative of the company. In case a company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are automatically the legal representative of the company.

Article 138. Rights and obligations of the General Meeting of Shareholders

1. The General Meeting of Shareholders, consisting of all shareholders with voting rights, is the highest decision-making body of a joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Approving the company's development orientation;

b) To decide on the class of shares and the total number of shares of each class which are entitled to offer for sale; decide on the annual dividend rate of each class of shares;

c) Elect, relieve or dismiss members of the Board of Directors and Supervisors;

d) Decide to invest in or sell assets valued at 35% or more of the total value of assets recorded in the company's most recent financial statement, unless the company's charter stipulates a percentage or another value;

dd) Decide to amend and supplement the company's charter;

e) Approving the annual financial statements;

g) Decide to repurchase more than 10% of the total number of shares sold of each class;

h) Consider and handle violations by members of the Board of Directors and Controllers, causing damage to the company and its shareholders;

i) Decide to reorganize or dissolve the company;

k) Decide the budget or the total remuneration, bonus and other benefits for the Board of Directors, the Supervisory Board;

l) Approving internal governance regulations; operating regulations of the Board of Directors and Control Board;

m) Approving the list of independent auditing firms; decide on an independent audit firm to inspect the company's operations, dismiss the independent auditor when deeming it necessary;

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

Article 139. General meeting of shareholders

1. The General Meeting of Shareholders holds an annual meeting once a year. In addition to the annual meeting, the General Meeting of Shareholders may hold an extraordinary meeting. The venue of the General Meeting of Shareholders is determined to be the place where the chairman attends the meeting and must be in the territory of Vietnam.

2. The General Meeting of Shareholders must hold an annual meeting within 04 months from the end of the fiscal year. Unless otherwise provided for in the company's charter, the Board of Directors shall decide to extend the Annual General Meeting of Shareholders in case of necessity, but not exceeding 06 months from the end of the fiscal year.

3. The Annual General Meeting of Shareholders discusses and approves the following issues:

a) The company's annual business plan;

b) Annual financial statements;

c) Report of the Board of Directors on the management and operation results of the Board of Directors and each member of the Board of Directors;

d) Report of the Supervisory Board on business results of the company, performance results of the Board of Directors, Director or General Director;

dd) Report on self-assessment of operation results of the Supervisory Board and Supervisors;

e) Dividend level for each share of each class;

g) Other matters within its competence.

Article 140. Convening the General Meeting of Shareholders

1. The Board of Directors convenes the Annual and Extraordinary General Meeting of Shareholders. The Board of Directors convenes an extraordinary meeting of the General Meeting of Shareholders in the following cases:

a) The Board of Directors considers it necessary for the benefit of the company;

b) The number of remaining members of the Board of Directors and Control Board is less than the minimum number of members as prescribed by law;

c) At the request of a shareholder or group of shareholders specified in Clause 2, Article 115 of this Law;

d) At the request of the Control Board;

dd) Other cases as prescribed by law and the company's charter.

2. Unless otherwise provided for in the company's charter, the Board of Directors must convene a General Meeting of Shareholders within 30 days from the date of occurrence of the case specified at Point b, Clause 1 of this Article or receive be requested to convene a meeting specified at Points c and d, Clause 1 of this Article. In case the Board of Directors fails to convene a General Meeting of Shareholders as prescribed, the Chairman of the Board of Directors and members of the Board of Directors must compensate for any damage incurred to the company.

3. If the Board of Directors does not convene the General Meeting of Shareholders as prescribed in Clause 2 of this Article, within the next 30 days, the Supervisory Board will replace the Board of Directors to convene the General Meeting of Shareholders within the next XNUMX days. in accordance with the provisions of this Law. In case the Supervisory Board fails to convene the General Meeting of Shareholders as prescribed, the Supervisory Board must compensate the company for any damage incurred.

4. If the Supervisory Board fails to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders specified in Clause 2, Article 115 of this Law has the right to convene on behalf of the company. meeting of the General Meeting of Shareholders in accordance with this Law.

5. The convenor of the General Meeting of Shareholders must perform the following tasks:

a) Make a list of shareholders entitled to attend the meeting;

b) Provide information and settle complaints related to the list of shareholders;

c) Prepare the meeting agenda and contents;

d) Prepare documents for the meeting;

dd) Draft resolution of the General Meeting of Shareholders according to the proposed content of the meeting; list and details of candidates in case of election of members of the Board of Directors, Supervisors;

e) Determine the time and place of the meeting;

g) Send notice of meeting invitation to each shareholder entitled to attend the meeting in accordance with this Law;

h) Other work serving the meeting.

6. The expenses for convening and conducting the General Meeting of Shareholders as prescribed in Clauses 2, 3 and 4 of this Article will be reimbursed by the company.

Article 141. List of shareholders entitled to attend the General Meeting of Shareholders

1. The list of shareholders entitled to attend the General Meeting of Shareholders is made based on the register of shareholders of the company. The list of shareholders entitled to attend the General Meeting of Shareholders shall be made no later than 10 days before the date of sending the invitation to the General Meeting of Shareholders, if the company's charter does not provide for a shorter time limit.

2. The list of shareholders entitled to attend the General Meeting of Shareholders must contain the full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, enterprise code or legal document number of the organization, head office address, for shareholders being organizations; number of shares of each type, number and date of shareholder registration of each shareholder.

3. Shareholders have the right to check, look up, extract and copy names and contact addresses of shareholders in the list of shareholders entitled to attend the General Meeting of Shareholders; request to amend false information or supplement necessary information about himself in the list of shareholders entitled to attend the General Meeting of Shareholders. The company manager must promptly provide information in the register of shareholders, amend and supplement false information at the request of shareholders; shall be responsible for compensation for damage arising from failure to provide or provide untimely and inaccurate information in the register of shareholders as requested. The order and procedures for requesting the provision of information in the register of shareholders comply with the provisions of the company's charter.

Article 142. Agenda and contents of the General Meeting of Shareholders

1. The convenor of the General Meeting of Shareholders must prepare the agenda and contents of the meeting.

2. Shareholders or groups of shareholders specified in Clause 2, Article 115 of this Law have the right to propose matters to be included in the agenda of the General Meeting of Shareholders. Proposals must be in writing and sent to the company at least 03 working days before the opening date, unless otherwise provided for in the company's charter. The proposal must clearly state the name of the shareholder, the number of shares of each type of shareholder, and the issues proposed to be included in the meeting agenda.

3. In case the convenor of the General Meeting of Shareholders rejects the recommendation specified in Clause 2 of this Article, at least 02 working days before the opening date of the General Meeting of Shareholders, he must reply in writing and state the reason. The convenor of the General Meeting of Shareholders may refuse a petition only in one of the following cases:

a) The petition is sent in contravention of Clause 2 of this Article;

b) The proposed issue does not fall under the decision-making authority of the General Meeting of Shareholders;

c) Other cases as prescribed in the company's charter.

4. The convenor of the General Meeting of Shareholders must accept and include the recommendations specified in Clause 2 of this Article in the proposed agenda and contents of the meeting, except for the case specified in Clause 3 of this Article; Proposals are officially added to the agenda and contents of the meeting if approved by the General Meeting of Shareholders.

Article 143. Invitation to the General Meeting of Shareholders

1. The convenor of the General Meeting of Shareholders must send a notice of invitation to the meeting to all shareholders in the list of shareholders entitled to attend the meeting at least 21 days before the opening date if the company's charter does not provide for a time limit. longer. The notice of meeting invitation must contain the name, address of the head office and enterprise code; name, contact address of shareholders, time, place of meeting and other requirements for attendees.

2. The notice of meeting invitation shall be sent by a method to ensure it reaches the contact address of the shareholder and posted on the website of the company; if the company deems it necessary, it shall publish it in the central or local daily newspapers according to the provisions of the company's charter.

3. The notice of meeting invitation must be enclosed with the following documents:

a) Meeting agenda, documents used in the meeting and draft resolution for each issue in the meeting agenda;

b) Voting card.

4. In case the company has a website, the sending of meeting documents together with the meeting invitation as prescribed in Clause 3 of this Article can be replaced by posting on the company's website. In this case, the notice of meeting invitation must clearly state where and how to download documents.

Article 144. Exercising the right to attend the General Meeting of Shareholders

1. Shareholders, authorized representatives of shareholders being organizations may directly attend the meeting, authorize in writing one or several other individuals and organizations to attend the meeting or attend the meeting through one of the following: the forms specified in Clause 3 of this Article.

2. The authorization for individuals or organizations to represent to attend the General Meeting of Shareholders must be made in writing. The power of attorney is made in accordance with the civil law and must clearly state the name of the authorized individual or organization and the number of authorized shares. Individuals and organizations authorized to attend the General Meeting of Shareholders must present a written authorization when registering to attend the meeting before entering the meeting room.

3. Shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize other individuals and organizations to attend and vote at the meeting;

c) Attend and vote through online conferences, electronic voting or other electronic forms;

d) Send votes to the meeting by mail, fax, email;

dd) Send the vote by other means as prescribed in the company's charter.

Article 145. Conditions for conducting the General Meeting of Shareholders

1. The General Meeting of Shareholders shall be conducted when the number of shareholders attending the meeting represents more than 50% of the total number of votes; The specific ratio shall be prescribed by the company's charter.

2. In case the first meeting does not meet the conditions prescribed in Clause 1 of this Article, the notice of invitation for the second meeting must be sent within 30 days from the intended date of the first meeting, if The company's charter does not provide otherwise. The second General Meeting of Shareholders shall be conducted when the number of shareholders attending the meeting represents 33% of the total number of votes or more; The specific ratio is prescribed by the company's charter.

3. In case the second meeting does not meet the conditions prescribed in Clause 2 of this Article, the notice of invitation to the third meeting must be sent within 20 days from the intended date of the second meeting, if The company's charter does not provide otherwise. The third General Meeting of Shareholders shall be conducted regardless of the total number of votes of the attending shareholders.

4. Only the General Meeting of Shareholders has the right to decide to change the meeting agenda enclosed with the notice of meeting invitation in accordance with Article 142 of this Law.

Article 146. Procedures for conducting meetings and voting at the General Meeting of Shareholders

Unless otherwise provided for in the company's charter, the meeting and voting procedures at the General Meeting of Shareholders shall be conducted as follows:

1. Before opening the meeting, registration of shareholders to attend the General Meeting of Shareholders must be carried out;

2. The election of the chairperson, secretary and vote counting committee is regulated as follows:

a) The Chairman of the Board of Directors shall chair or authorize another member of the Board of Directors to chair the General Meeting of Shareholders convened by the Board of Directors; in case the Chairman is absent or temporarily incapacitated, the remaining members of the Board of Directors shall elect one of them to chair the meeting on the principle of majority; in case of failure to elect a chairperson, the Head of the Executive Control Board shall let the General Meeting of Shareholders elect the chairman of the meeting and the person with the highest number of votes shall act as the chairman of the meeting;

b) Except for the case specified at Point a of this Clause, the person who signs to convene the General Meeting of Shareholders shall administer so that the General Meeting of Shareholders elects the chairman of the meeting and the person with the highest number of votes shall act as the chairman of the meeting. ;

c) The chairperson appoints one or several people to act as secretary of the meeting;

d) The General Meeting of Shareholders elects one or several people to the vote counting committee at the request of the chairperson of the meeting;

3. The meeting agenda and contents must be approved by the General Meeting of Shareholders in the opening session. The agenda must determine the time for each issue in the agenda;

4. The chairperson has the right to take necessary and reasonable measures to run the meeting in an orderly manner, in accordance with the approved agenda and reflecting the wishes of the majority of the participants;

5. The General Meeting of Shareholders discusses and votes on each issue in the agenda. Voting is conducted by voting for, against and abstention. The results of the vote counting shall be announced by the chairperson right before the closing of the meeting, unless otherwise provided for in the company's charter;

6. Shareholders or authorized persons who arrive after the meeting has opened are still registered and have the right to participate in voting right after registration; in this case, the effect of the previously voted contents will not change;

7. The person convening the meeting or chairing the meeting of the General Meeting of Shareholders has the following rights:

a) Require all meeting attendees to be subject to inspection or other lawful and reasonable security measures;

b) Request the competent authority to maintain order of the meeting; expel those who do not comply with the chairman's executive authority, intentionally disrupt order, prevent the normal progress of the meeting or fail to comply with the requirements of security checks from the General Meeting of Shareholders. winter;

8. The chairperson has the right to postpone a meeting of the General Meeting of Shareholders with a sufficient number of people registered to attend the meeting, no more than 03 working days from the date the meeting is intended to open and may only postpone the meeting or change the location of the meeting. meeting point in the following cases:

a) The meeting place does not have enough convenient seats for all meeting participants;

b) The media at the meeting place is not guaranteed for shareholders attending the meeting to participate, discuss and vote;

c) A meeting attendee obstructs, disrupts order, and threatens to prevent the meeting from being conducted in a fair and lawful manner;

9. In case the chairperson postpones or suspends the General Meeting of Shareholders contrary to the provisions of Clause 8 of this Article, the General Meeting of Shareholders shall elect another person from among the attendees to replace the chairperson to run the meeting. until the end; All resolutions passed at that meeting shall come into force.

Article 147. Form of passing resolutions of the General Meeting of Shareholders

1. The General Meeting of Shareholders shall pass resolutions within its competence by voting at the meeting or collecting written opinions.

2. Unless otherwise provided in the company's charter, resolutions of the General Meeting of Shareholders on the following issues must be passed by voting at the General Meeting of Shareholders:

a) Amending and supplementing contents of the company's charter;

b) Development orientation of the company;

c) Types of shares and total number of shares of each class;

d) Elect, relieve or dismiss members of the Board of Directors and the Control Board;

dd) Decide to invest or sell assets valued at 35% or more of the total value of assets recorded in the company's most recent financial statement, unless the company's charter stipulates the ratio or price other value;

e) Approving the annual financial statements;

g) Reorganization and dissolution of the company.

Article 148. Conditions for a resolution of the General Meeting of Shareholders to be passed

1. A resolution on the following contents shall be adopted if it is approved by the number of shareholders representing 65% or more of the total votes of all attending shareholders, except for the case specified in Clauses 3 and 4. and 6 of this Article; The specific ratio is regulated by the company's charter:

a) Types of shares and total number of shares of each class;

b) Change of industry, profession and business field;

c) Changing the organizational and management structure of the company;

d) Projects to invest in or sell assets valued at 35% or more of the total value of assets recorded in the company's most recent financial statement, unless the company's charter stipulates the ratio or value is different;

d) Reorganization or dissolution of the company;

e) Other matters prescribed by the company's charter.

2. Resolutions shall be passed when approved by the number of shareholders holding more than 50% of the total votes of all attending shareholders, except for the cases specified in Clauses 1, 3, 4 and 6 of this Article. ; The specific ratio shall be prescribed by the company's charter.

3. Unless otherwise provided for in the company's charter, the voting to elect members of the Board of Directors and the Supervisory Board must be done by cumulative voting, whereby each shareholder has the same total number of votes. corresponding to the total number of shares owned multiplied by the number of elected members of the Board of Directors or the Supervisory Board and shareholders have the right to pool all or part of their total votes for one or several candidates. The elected members of the Board of Directors or Supervisors are determined by the number of votes counted from the highest to the lowest, starting from the candidate with the highest number of votes until the number of members specified in the Charter is sufficient. the company. In case there are 02 or more candidates achieving the same number of votes for the last member of the Board of Directors or the Supervisory Board, a re-election will be conducted among the candidates with the same number of votes or selected according to the criteria specified in the election regulations or the company's charter.

4. In case a resolution is passed in the form of collecting written opinions, the resolution of the General Meeting of Shareholders shall be passed if the number of shareholders holding more than 50% of the total votes of all shareholders has the right to vote. voting in favor; The specific ratio shall be prescribed by the company's charter.

5. Resolutions of the General Meeting of Shareholders must be notified to shareholders entitled to attend the General Meeting of Shareholders within 15 days from the date of adoption; In case the company has a website, the submission of resolutions can be replaced by posting on the website of the company.

6. A resolution of the General Meeting of Shareholders on the content that adversely changes the rights and obligations of a shareholder owning preferred shares shall only be passed if the number of preferred shareholders of the same type attending the meeting owns at least 75% approved by the total number of preferred shares of that class or more or approved by preferred shareholders of the same class owning 75% or more of the total number of preferred shares of that class in case of passing a resolution in the form of opinion polls. written opinion.

Article 149. Authority and procedure for collecting written opinions of shareholders to pass resolutions of the General Meeting of Shareholders

Unless otherwise provided for in the company's charter, the authority and procedure to collect written opinions of shareholders to pass a resolution of the General Meeting of Shareholders shall comply with the following provisions:

1. The Board of Directors has the right to collect written opinions of shareholders in order to pass a resolution of the General Meeting of Shareholders when it considers it necessary for the benefit of the company, except for the case specified in Clause 2, Article 147 of the Law. this;

2. The Board of Directors prepares opinion forms, draft resolutions of the General Meeting of Shareholders, documents explaining the draft resolution and sends them to all shareholders with voting rights no later than 10 days before the deadline. the time limit for sending back the opinion form, if the company's charter does not provide for a longer time limit. The making of a list of shareholders sending opinion forms shall comply with the provisions of Clauses 1 and 2, Article 141 of this Law. The request and method of sending the opinion form and accompanying documents shall comply with the provisions of Article 143 of this Law;

3. The opinion form must include the following main contents:

a) Name, head office address, enterprise code number;

b) Purpose of collecting opinions;

c) Full name, contact address, nationality, number of legal papers of the individual, for individual shareholders; name, business identification number or legal document number of the organization, head office address, for shareholders being an organization, or full name, contact address, nationality, number of legal papers of an individual, with representatives of shareholders being organizations; the number of shares of each class and the number of votes of shareholders;

d) Matters needing opinions for approval;

d) Voting options include agreeing, disagreeing and abstaining;

e) The time limit for sending the answered opinion form to the company;

g) Full name and signature of the Chairman of the Board of Directors;

4. Shareholders may send their answered opinion forms to the company by mail, fax or email according to the following regulations:

a) In case of sending a letter, the answered opinion form must be signed by the shareholder being an individual, the authorized representative or the legal representative of the shareholder being an organization. The opinion form sent to the company must be enclosed in a sealed envelope and no one is allowed to open it before counting the votes;

b) In case of sending by fax or email, the opinion form sent to the company must be kept confidential until the time of counting of votes;

c) The opinion forms sent to the company after the time limit specified in the content of the opinion form or opened in the case of mailing and disclosed in the case of faxing or emailing are invalid. . Opinion ballots that are not sent back are considered as non-voting votes;

5. The Board of Directors shall organize the vote counting and make a minutes of vote counting under the witness and supervision of the Control Board or of shareholders who do not hold managerial positions in the company. The vote counting minutes must include the following main contents:

a) Name, head office address, enterprise code number;

b) Purpose and issues to be consulted in order to pass the resolution;

c) Number of shareholders with the total number of votes that participated in the vote, in which the number of valid votes is distinguished and the number of invalid votes, and the method of sending votes, enclosed with an appendix to the list of shareholders. majority participated in voting;

d) Total number of votes for, against and abstention for each issue;

dd) The issue has been passed and the corresponding percentage of votes passed;

e) Full name and signature of the Chairman of the Board of Directors, the vote counting supervisor and the vote counting person.

The members of the Board of Directors, the vote counting person and the vote counting supervisor must be jointly responsible for the truthfulness and accuracy of the vote counting minutes; jointly responsible for damages arising from decisions passed due to dishonest or inaccurate counting of votes;

6. The vote counting minutes and resolutions must be sent to the shareholders within 15 days from the date of completion of the vote counting. In case the company has a website, sending the vote counting minutes and resolutions can be replaced by posting it on the company's website;

7. The answered opinion form, the vote counting minutes, the approved resolution and relevant documents enclosed with the opinion form shall be kept at the head office of the company;

8. Resolutions passed in the form of collecting written opinions of shareholders have the same validity as resolutions passed at the General Meeting of Shareholders.

Article 150. Minutes of the General Meeting of Shareholders

1. The meeting of the General Meeting of Shareholders must be recorded in minutes and may be recorded or recorded and kept in other electronic forms. Minutes must be made in Vietnamese, may be made in a foreign language and must contain the following principal contents:

a) Name, head office address, enterprise code number;

b) Time and place of the General Meeting of Shareholders;

c) Meeting agenda and contents;

d) Full name of the chairperson and secretary;

dd) Summary of the meeting progress and opinions expressed at the General Meeting of Shareholders on each issue in the agenda of the meeting;

e) Number of shareholders and total number of votes of shareholders attending the meeting, the appendix to the list of registered shareholders and representatives of shareholders attending the meeting with the corresponding number of shares and votes;

g) Total number of votes for each voting issue, clearly stating the voting method, total number of valid, invalid, agreeing, disagreeing and abstention votes; the corresponding ratio on the total number of votes of shareholders attending the meeting;

h) The issues passed and the corresponding percentage of votes cast;

i) Full name and signature of the chairperson and secretary.

In case the chairperson or secretary refuses to sign the meeting minutes, this minutes will take effect if it is signed by all other members of the Board of Directors attending the meeting and contains all the contents as prescribed in this Clause. The meeting minutes clearly state the refusal of the chairperson and secretary to sign the minutes of the meeting.

2. Minutes of the General Meeting of Shareholders must be completed and approved before the end of the meeting.

3. The chairperson and secretary of the meeting or another person signing the minutes of the meeting must be jointly responsible for the truthfulness and accuracy of the minutes' contents.

4. Minutes made in Vietnamese and foreign languages ​​have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and in a foreign language, the content in the minutes in Vietnamese shall prevail.

5. Minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the end of the meeting; Sending the vote counting minutes can be replaced by posting on the company's website.

6. Minutes of the meeting of the General Meeting of Shareholders, the appendix to the list of shareholders registered to attend the meeting, the approved resolutions and relevant documents enclosed with the notice of meeting invitation must be kept at the head office of the company. the company.

Article 151. Request for annulment of a resolution of the General Meeting of Shareholders

Within 90 days from the date of receipt of the resolution or minutes of the General Meeting of Shareholders or the minutes of vote counting results to collect opinions of the General Meeting of Shareholders, the shareholder or group of shareholders specified in Clause 2, Article 115 of this Law have the right to request the Court or Arbitrator to consider and cancel the resolution or part of the resolution of the General Meeting of Shareholders in the following cases:

1. The order and procedures for convening a meeting and making decisions of the General Meeting of Shareholders seriously violate the provisions of this Law and the company's charter, except for the case specified in Clause 2, Article 152 of this Law;

2. The content of the resolution violates the law or the company's charter.

Article 152. Effect of resolutions of the General Meeting of Shareholders

1. A resolution of the General Meeting of Shareholders takes effect from the date of its adoption or from the effective date stated in that resolution.

2. Resolutions of the General Meeting of Shareholders passed by 100% of the total number of voting shares are legal and effective even if the order and procedures for convening and approving such resolutions violate the regulations of law. provisions of this Law and the company's charter.

3. In case a shareholder or group of shareholders requests a court or arbitrator to annul a resolution of the General Meeting of Shareholders as prescribed in Article 151 of this Law, such resolution shall remain effective until such decision. The court's decision to annul such resolution or arbitration shall take effect, except for the application of provisional urgent measures under a decision of a competent authority.

Article 153. Board of Directors

1. The Board of Directors is the management agency of the company, has full power on behalf of the company to decide and exercise the rights and obligations of the company, except for the rights and obligations falling under the authority of the General Meeting of Shareholders. .

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

a) To decide on the strategy, medium-term development plan and annual business plan of the company;

b) Proposing the type of shares and the total number of shares to be offered for sale of each class;

c) Decide to sell unsold shares within the number of shares authorized to be offered for sale of each class; decide to raise additional capital in other forms;

d) Decide the selling price of shares and bonds of the company;

dd) Decide to repurchase shares as prescribed in Clauses 1 and 2, Article 133 of this Law;

e) To decide on investment plans and investment projects within its competence and within the limits prescribed by law;

g) Decide on solutions for market development, marketing and technology;

h) Approving purchase, sale, borrowing, lending and other contracts and transactions valued at 35% or more of the total value of assets recorded in the company's latest financial statements, unless The company's charter stipulates a different ratio or value, and contracts and transactions fall under the decision-making authority of the General Meeting of Shareholders as prescribed at Point d, Clause 2, Article 138, Clauses 1 and 3, Article 167 of the Law. this;

i) Elect, dismiss or remove the Chairman of the Board of Directors; appoint, dismiss, sign contracts, terminate contracts with the Director or General Director and other important managers as provided for in the company's charter; decide the salary, remuneration, bonus and other benefits of such managers; appoint an authorized representative to participate in the Members' Council or the General Meeting of Shareholders in another company and decide on the remuneration and other benefits of such persons;

k) Supervising and directing the Director or General Director and other managers in running the day-to-day business of the company;

l) Decide on the organizational structure, internal management regulations of the company, decide on the establishment of subsidiaries, branches, representative offices and capital contribution and purchase of shares of other enterprises;

m) Approve the program, content of documents in service of the General Meeting of Shareholders, convene the General Meeting of Shareholders or collect opinions for the General Meeting of Shareholders to pass a resolution;

n) Submit annual financial statements to the General Meeting of Shareholders;

o) Proposing the level of dividends to be paid; decide on the time limit and procedures for paying dividends or dealing with losses arising in the course of business;

p) Proposing the reorganization or dissolution of the company; request for bankruptcy of the company;

q) Other rights and obligations as prescribed by this Law and the company's charter.

3. The Board of Directors shall adopt resolutions, make decisions by voting at the meeting, collect opinions in writing or in other forms prescribed by the company's charter. Each member of the Board of Directors has one vote.

4. In case a resolution or decision passed by the Board of Directors is contrary to law, the resolution of the General Meeting of Shareholders, or the company's charter, causing damage to the company, the members agree to pass it. such resolution or decision must be jointly and personally liable for such resolution or decision and must compensate the company for damage; Members who object to the adoption of the above resolution are exempt from liability. In this case, the company's shareholders have the right to request the Court to suspend the implementation or cancel the aforesaid resolution or decision.

Article 154. Term and number of members of the Board of Directors

1. The Board of Directors has from 03 to 11 members. The company's charter specifies the number of members of the Board of Directors.

2. The term of office of a member of the Board of Directors shall not exceed 05 years and may be re-elected for an unlimited number of terms. An individual may only be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.

3. Where all members of the Board of Directors end their terms at the same time, such members shall continue to be members of the Board of Directors until a new member is elected to replace and take over the job, except for the following cases: otherwise provided for in the company's charter.

4. The company's charter specifies the number, rights, obligations, and methods of organizing and coordinating activities of independent members of the Board of Directors.

Article 155. Organizational structure, criteria and conditions for membership of the Board of Directors

1. A member of the Board of Directors must meet the following criteria and conditions:

a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;

b) Having professional qualifications and experience in business administration or in the company's business fields, lines and lines and not necessarily being a shareholder of the company, unless otherwise provided for in the company's charter. is different;

c) A member of the Board of Directors of the company may concurrently be a member of the Board of Directors of another company;

d) With regard to a state-owned enterprise specified at Point b, Clause 1, Article 88 of this Law and a subsidiary of a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, a member of the Board of Directors may not is a person who has a family relationship of the Director, General Director and other managers of the company; of the manager, who has the authority to appoint the manager of the parent company.

2. Unless otherwise provided for by the securities law, an independent member of the Board of Directors specified at Point b, Clause 1, Article 137 of this Law must have the following criteria and conditions:

a) Not being a person working for the company, its parent company or its subsidiary; is not a person who has worked for the company, parent company or subsidiary of the company for at least 03 consecutive years;

b) Not being a person who is receiving salary or remuneration from the company, except for allowances that members of the Board of Directors are entitled to as prescribed;

c) Not being a person whose spouse, biological father, adoptive father, natural mother, adoptive mother, biological child, adopted child, biological brother, biological sister or biological brother are major shareholders of the company; is a manager of the company or its subsidiary;

d) Not being a person who directly or indirectly owns at least 01% of the total number of voting shares of the company;

dd) Not being a person who used to be a member of the Board of Directors or Supervisory Board of the company for at least the previous 05 years, except for the case of being appointed for 02 consecutive terms.

3. Independent members of the Board of Directors must notify the Board of Directors that they no longer fully meet the criteria and conditions specified in Clause 2 of this Article and are naturally no longer independent members of the Board. administration from the date of not meeting the criteria and conditions. The Board of Directors must notify the case that independent members of the Board of Directors no longer fully meet the criteria and conditions at the nearest General Meeting of Shareholders or convene a General Meeting of Shareholders to elect an additional member of the Board of Directors. supplement or replace independent members of the Board of Directors within 06 months from the date of receiving the notice of the relevant independent members of the Board of Directors.

Article 156. Chairman of the Board of Directors

1. The Chairman of the Board of Directors is elected, relieved of duty or dismissed by the Board of Directors from among the members of the Board of Directors.

2. The chairman of the Board of Directors of a public company and a joint-stock company specified at Point b, Clause 1, Article 88 of this Law may not concurrently be the Director or General Director.

3. The Chairman of the Board of Directors has the following rights and obligations:

a) Formulate program and plan of activities of the Board of Directors;

b) Prepare agenda, contents and documents for the meeting; convene, preside over and act as chairman of the Board of Directors meetings;

c) Organize the adoption of resolutions and decisions of the Board of Directors;

d) Supervising the implementation of resolutions and decisions of the Board of Directors;

d) Chairperson of the General Meeting of Shareholders;

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

4. In case the Chairman of the Board of Directors is absent or unable to perform his/her duties, he/she must authorize in writing another member to perform the rights and perform the obligations of the Chairman of the Board of Directors in accordance with the following principles: stipulated in the company's charter. In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is held in temporary detention, is serving a prison sentence, is serving administrative handling measures at the compulsory detoxification establishment, the compulsory education, fleeing from residence, restricted or incapacitated civil acts, having difficulties in cognition or behavior control, being banned by the Court from holding certain posts, practicing professions or doing public works. For certain tasks, the remaining members elect one of the members to hold the position of Chairman of the Board of Directors on the principle that the majority of the remaining members agree until a new decision of the Board of Directors is issued.

5. When deeming it necessary, the Board of Directors shall decide to appoint the company secretary. The company secretary has the following rights and obligations:

a) Assist in convening the General Meeting of Shareholders and the Board of Directors; record meeting minutes;

b) Assist members of the Board of Directors in exercising their assigned rights and obligations;

c) Assist the Board of Directors in applying and implementing corporate governance principles;

d) Supporting the company in building shareholder relations and protecting the legitimate rights and interests of shareholders; compliance with the obligation to provide information, publicize information and administrative procedures;

dd) Other rights and obligations as prescribed in the company's charter.

Article 157. Meetings of the Board of Directors

1. The Chairman of the Board of Directors is elected at the first meeting of the Board of Directors within 07 working days from the date of the end of the election of that Board of Directors. This meeting is convened and chaired by the member with the highest number of votes or the highest percentage of votes. In case more than one member has the highest and equal number of votes or votes, the members elect according to the majority rule to choose one of them to convene a meeting of the Board of Directors.

2. The Board of Directors meets at least once a quarter and may hold extraordinary meetings.

3. The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:

a) At the request of the Control Board or an independent member of the Board of Directors;

b) At the request of the Director or General Director or at least 05 other managers;

c) At the request of at least 02 members of the Board of Directors;

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

4. The request specified in Clause 3 of this Article must be made in writing, clearly stating the purposes, issues to be discussed and decisions within the competence of the Board of Directors.

5. The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receipt of the request specified in Clause 3 of this Article. In case of failure to convene a meeting of the Board of Directors at the request, the Chairman of the Board of Directors shall be responsible for any damage caused to the company; The applicant has the right to replace the Chairman of the Board of Directors to convene a meeting of the Board of Directors.

6. The Chairman of the Board of Directors or the convenor of the meeting of the Board of Directors must send a notice of invitation to the meeting at least 03 working days before the meeting date, unless otherwise provided for in the company's charter. The notice of meeting invitation must specify the time and place of the meeting, the agenda, the issues to be discussed and decided. Enclosed with the meeting invitation notice, there must be documents used at the meeting and votes of members.

Notice of invitation to the meeting of the Board of Directors may be sent by invitation, phone, fax, electronic means or other methods prescribed by the company's charter and must reach the contact address of each member of the Board of Directors. Administration is registered in the company.

7. The Chairman of the Board of Directors or the convenor shall send the meeting invitation notice and accompanying documents to the Controllers like members of the Board of Directors.

Controllers have the right to attend meetings of the Board of Directors; have the right to discuss but not vote.

8. A meeting of the Board of Directors is conducted when three-quarters of the total number of members attend the meeting. In case a meeting convened as prescribed in this Clause does not have enough members to attend the meeting as prescribed, it may be convened for a second time within 07 days from the intended date of the first meeting, unless otherwise stated in the Charter. The company stipulates another shorter term. In this case, the meeting will be conducted if more than half of the members of the Board of Directors attend the meeting.

9. A member of the Board of Directors is considered to attend and vote at the meeting in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize another person to attend the meeting and vote as prescribed in Clause 11 of this Article;

c) Attend and vote through online conferences, electronic voting or other electronic forms;

d) Send votes to the meeting by mail, fax, email;

dd) Send the vote by other means as prescribed in the company's charter.

10. In case of sending votes to the meeting by mail, the ballots must be enclosed in a sealed envelope and must be delivered to the Chairman of the Board of Directors at least 01 hour before the opening. Voting cards may be opened only in the presence of all attendees.

11. Members must attend all meetings of the Board of Directors. A member may authorize another person to attend the meeting and vote if approved by a majority of the members of the Board of Directors.

12. Unless the company's charter provides for a higher ratio, resolutions and decisions of the Board of Directors may be adopted if approved by a majority of the attending members; In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Board of Directors.

Article 158. Minutes of the Board of Directors meeting

1. Meetings of the Board of Directors must be recorded in minutes and may be recorded, recorded and stored in other electronic forms. Minutes must be made in Vietnamese and may also be made in a foreign language, including the following principal contents:

a) Name, head office address, enterprise code number;

b) Time and place of the meeting;

c) Purpose, agenda and contents of the meeting;

d) Full name of each member attending the meeting or the person authorized to attend the meeting and how to attend the meeting; full names of members not attending the meeting and reasons;

dd) Issues discussed and voted on at the meeting;

e) Summarize the statements of opinions of each member attending the meeting according to the order of developments of the meeting;

g) Voting results, clearly stating the members agreeing, disagreeing and abstaining;

h) The issue has been passed and the proportion of votes passed;

i) Full name and signature of the chairperson and the person recording the minutes, except for the case specified in Clause 2 of this Article.

2. In case the chairman or minutes-recorder refuses to sign the meeting minutes, if all other members of the Board of Directors attend the meeting to sign and have all the contents as prescribed at Points a, b, c, d, dd, e, g and h, Clause 1 of this Article, this minute shall take effect.

3. The chairperson, the person recording the minutes and the people signing the minutes must be responsible for the truthfulness and accuracy of the content of the minutes of the meeting of the Board of Directors.

4. The meeting minutes of the Board of Directors and documents used in the meeting must be kept at the head office of the company.

5. Minutes made in Vietnamese and in a foreign language have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and in a foreign language, the content in the minutes in Vietnamese shall prevail.

Article 159. The right to provide information of members of the Board of Directors

1. A member of the Board of Directors has the right to request the director, deputy director or general director, deputy general director and other managers in the company to provide information and documents on the financial and operational situation business of the company and of the units within the company.

2. Managers are required to provide timely, complete and accurate information and documents at the request of members of the Board of Directors. The order and procedures for requesting and providing information are prescribed by the company's charter.

Article 160. Dismissal, dismissal, replacement and addition of members of the Board of Directors

1. The General Meeting of Shareholders dismisses a member of the Board of Directors in the following cases:

a) Failing to meet the criteria and conditions prescribed in Article 155 of this Law;

b) Has a resignation letter and is accepted;

c) Other cases specified in the company's charter.

2. The General Meeting of Shareholders dismisses a member of the Board of Directors in the following cases:

a) Failing to participate in activities of the Board of Directors for 06 consecutive months, except in case of force majeure;

b) Other cases specified in the company's charter.

3. When deeming it necessary, the General Meeting of Shareholders shall decide to replace the members of the Board of Directors; dismiss or remove members of the Board of Directors, other than the cases specified in Clauses 1 and 2 of this Article.

4. The Board of Directors must convene a 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 compared to the number specified in the company's charter. In this case, the Board of Directors must convene a General Meeting of Shareholders within 60 days from the date on which the number of members is reduced by more than one third;

b) The number of independent members of the Board of Directors is reduced, not ensuring the ratio specified at Point b, Clause 1, Article 137 of this Law;

c) Except for the cases specified at Points a and b of this Clause, the General Meeting of Shareholders elects a new member to replace the member of the Board of Directors who has been dismissed or dismissed at the nearest meeting.

Article 161. Audit Committee

1. Audit Committee is a specialized agency under the Board of Directors. The audit committee has 02 or more members. The Chairman of the Audit Committee must be an independent member of the Board of Directors. Other members of the Audit Committee must be non-executive members of the Board of Directors.

2. The Audit Committee shall adopt the decision by voting at the meeting, collecting opinions in writing or by other means prescribed by the company's charter or the operation regulations of the Audit Committee. Each member of the Audit Committee has one vote. Unless otherwise provided for in the company's charter or the operation regulations of the Audit Committee, the decision of the Audit Committee shall be adopted if it is approved by a majority of the attending members; In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Audit Committee.

3. The audit committee has the following rights and obligations:

a) Monitor the truthfulness of the company's financial statements and make official disclosures related to the company's financial results;

b) Review of internal control and risk management systems;

c) Review transactions with related persons under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on transactions that require approval of the Board of Directors or the General Meeting of Shareholders. winter;

d) Supervising the company's internal audit department;

dd) Proposing the independent audit firm, the remuneration level and related terms in the contract with the auditing company for approval by the Board of Directors before submitting to the Annual General Meeting of Shareholders for approval;

e) Monitor and evaluate the independence and objectivity of the audit firm and the effectiveness of the audit process, especially in case the company uses non-audit services of the auditor;

g) Monitoring to ensure that the company complies with the provisions of the law, the requirements of the management agency and other internal regulations of the company.

Article 162. Director, General Director of the company

1. The Board of Directors appoints one member of the Board of Directors or hires another person to act as the Director or General Director.

2. The director or general director is the person who runs the company's day-to-day business; under the supervision of the Board of Directors; take responsibility before the Board of Directors and before the law for the performance of assigned rights and obligations.

The term of the Director or General Director shall not exceed 05 years and may be re-appointed for an unlimited number of terms.

3. The director or general director has the following rights and obligations:

a) Decide issues related to the daily business of the company that are not under the authority of the Board of Directors;

b) Organize the implementation of resolutions and decisions of the Board of Directors;

c) Organize the implementation of the company's business plan and investment plan;

d) Proposing the organizational structure plan, internal management regulations of the company;

d) Appointment, relief from duty or dismissal of managerial positions in the company, except for those under the authority of the Board of Directors;

e) Decide salary and other benefits for employees in the company, including managers under the appointment authority of the Director or General Director;

g) Labor recruitment;

h) Proposing a plan to pay dividends or deal with business losses;

i) Other rights and obligations as prescribed by law, the company's charter and resolutions and decisions of the Board of Directors.

4. The director or general director must run the day-to-day business of the company in accordance with the law, the company's charter, the labor contract signed with the company and the resolutions and decisions of the council administration. In case of operating contrary to the provisions of this Clause, causing damage to the company, the director or general director shall be responsible before law and must compensate for the damage to the company.

5. For a public company, a state-owned enterprise specified at Point b, Clause 1, Article 88 of this Law and a subsidiary of a state-owned enterprise as prescribed in Clause 1, Article 88 of this Law, the director or The General Director must satisfy the following criteria and conditions:

a) Not falling into the subjects specified in Clause 2, Article 17 of this Law;

b) Must not be a family member of the business manager, controller of the company and the parent company; the representative of the state capital portion, the representative of the enterprise's capital portion at the company and parent company;

c) Having professional qualifications and experience in business administration of the company.

Article 163. Salary, remuneration, bonus and other benefits of members of the Board of Directors, Director, General Director

1. The company has the right to pay remuneration, reward members of the Board of Directors, pay salaries and bonuses to the Director or General Director and other managers according to business results and efficiency.

2. Unless otherwise provided for in the company's charter, salaries, remunerations, bonuses and other benefits of members of the Board of Directors, Director or General Director shall be paid according to the following provisions:

a) Members of the Board of Directors are entitled to work remuneration and bonuses. Remuneration for work is calculated according to the number of working days required to complete the tasks of a member of the Board of Directors and the remuneration per day. The Board of Directors estimates the remuneration for each member on the principle of consensus. The total remuneration and bonus of the Board of Directors shall be decided by the General Meeting of Shareholders at the annual meeting;

b) Members of the Board of Directors are paid for meals, accommodation, travel and other reasonable expenses when performing their assigned tasks;

c) The director or general director is paid salary and bonus. The salary and bonus of the Director or General Director shall be decided by the Board of Directors.

3. Remuneration of each member of the Board of Directors, salary of the Director or General Director and other managers shall be included in the company's business expenses in accordance with the law on corporate income tax, are shown in a separate section in the company's annual financial statements and must be reported to the General Meeting of Shareholders at the annual meeting.

Article 164. Disclosure of related interests

Unless otherwise provided for in the company's charter, the disclosure of interests and related persons of the company shall comply with the following provisions:

1. The company must gather and update the list of related persons of the company as prescribed in Clause 23, Article 4 of this Law and their respective contracts and transactions with the company;

2. Members of the Board of Directors, Controllers, Director or General Director and other managers of the company must declare to the company about their related interests, including:

a) Name, enterprise code number, head office address, business lines of the enterprise in which they own or own contributed capital or shares; rate and time of ownership, ownership of such contributed capital or shares;

b) Name, enterprise identification number, head office address, line of business of the enterprise in which their related persons own, jointly own or separately own a contributed capital or a share of more than 10% Authorized capital;

3. The declaration specified in Clause 2 of this Article must be made within 07 working days from the date of arising related interests; the amendments and supplements must be notified to the company within 07 working days from the date of the corresponding amendments and supplements;

4. The keeping, publicizing, reviewing, extracting and copying the list of related persons and related interests declared in Clauses 1 and 2 of this Article shall be done as follows:

a) The company must 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 is kept at the head office of the enterprise; in case of necessity, part or all of the contents of the above list may be kept at the branches of the company;

c) Shareholders, authorized representatives of shareholders, members of the Board of Directors, Supervisory Board, Director or General Director and other managers have the right to review, extract and copy part or all of the set of declaration contents;

d) The company must create conditions for the persons specified at point c of this clause to access, review, extract and copy the list of related persons and related interests in the fastest and most convenient way; must not prevent or cause difficulties for them in exercising this right. The order and procedures for reviewing, extracting and copying declarations of related persons and related interests shall comply with the provisions of the company's charter;

5. A member of the Board of Directors, the Director or the General Director in his own name or in the name of another person to perform any work in any form within the scope of the company's business must explain the nature, the contents of such work before the Board of Directors, the Supervisory Board and shall only be performed when approved by the majority of the remaining members of the Board of Directors; if performed without declaration or without the approval of the Board of Directors, all income from such activities belongs to the company.

Article 165. Responsibilities of company managers

1. Members of the Board of Directors, Director or General Director and other managers have the following responsibilities:

a) To perform assigned rights and obligations in accordance with this Law, other relevant laws, the company's charter, and resolutions of the General Meeting of Shareholders;

b) To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company;

c) Loyalty to the interests of the company and shareholders; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations and individuals;

d) To promptly, fully and accurately notify the company of the contents specified in Clause 2, Article 164 of this Law;

dd) Other responsibilities as prescribed by this Law and the company's charter.

2. Members of the Board of Directors, Director or General Director and other managers who violate the provisions of Clause 1 of this Article shall be personally or jointly responsible for compensating for lost benefits and returning benefits received. and indemnify the company and the third party for all damages.

Article 166. Right to initiate lawsuits against members of the Board of Directors, Director, General Director

1. Shareholders or groups of shareholders owning at least 01% of the total number of ordinary shares have the right to initiate lawsuits on their own or on behalf of the company for personal liability and joint liability towards members of the Board of Directors, Director or General Director to claim benefits or compensation for the company or other people in the following cases:

a) Violation of responsibilities of the company manager as prescribed in Article 165 of this Law;

b) Failure to perform, incompletely, improperly performing or performing contrary to the provisions of law or the company's charter, resolutions and decisions of the Board of Directors with respect to rights and obligations granted by the Board of Directors. deliver;

c) Abuse of position and position and use information, know-how, business opportunities and other assets of the company for personal gain or to serve the interests of other organizations or individuals;

d) Other cases as prescribed by law and the company's charter.

2. The order and procedures for initiating lawsuits shall comply with the provisions of the civil procedure law. The cost of filing a lawsuit in case a shareholder or a group of shareholders sues on behalf of the company is included in the company's expenses, unless the lawsuit is denied.

3. Shareholders and groups of shareholders as prescribed in this Article have the right to consider, look up and extract necessary information according to the decisions of the Courts or Arbitrators before or during the course of lawsuits.

Article 167. Approval of contracts and transactions between the company and related persons

1. The General Meeting of Shareholders or the Board of Directors shall approve contracts and transactions between the company and the following related persons:

a) Shareholders, authorized representatives of shareholders being organizations owning more than 10% of the total number of ordinary shares of the company and their related persons;

b) Members of the Board of Directors, Director or General Director and their related persons;

c) Enterprises that members of the Board of Directors, Controllers, Director or General Director and other managers of the company must declare according to the provisions of Clause 2, Article 164 of this Law.

2. The Board of Directors approves contracts and transactions as prescribed in Clause 1 of this Article with a value of less than 35% of the total value of assets of the enterprise recorded in the latest financial statement or a percentage or other smaller value as prescribed in the company's charter. In this case, the representative of the company signing the contract or transaction must notify the members of the Board of Directors and the Controller of the subjects related to such contract or transaction and enclose the draft. contract or the main content of the transaction. The Board of Directors shall decide on the approval of contracts or transactions within 15 days from the date of receipt of the notice, unless otherwise provided for in the company's charter; Members of the Board of Directors who have interests related to the parties in the contract or transaction do not have the right to vote.

3. The General Meeting of Shareholders approves the following contracts and transactions:

a) Contracts, transactions other than contracts and transactions specified in Clause 2 of this Article;

b) Contracts, transactions of borrowing, lending and selling assets with a value greater than 10% of the total value of the enterprise's assets recorded in the latest financial statement between the company and the shareholder owning at least 51% of the total value of the enterprise's assets. number of shares with voting rights or more or related persons of such shareholder.

4. In case of approval of a contract or transaction as prescribed in Clause 3 of this Article, the representative of the company that signs the contract or transaction must notify the Board of Directors and the Controller of the entities involved in the transaction. contract or transaction and enclosed with a draft contract or notice of the main content of the transaction. The Board of Directors submits the draft contract, transaction or explanation on the main content of the contract or transaction at the General Meeting of Shareholders or collects shareholders' opinions in writing. In this case, shareholders with interests related to the parties in the contract or transaction do not have the right to vote; approved contracts and transactions according to the provisions of Clauses 1 and 4, Article 148 of this Law, unless otherwise provided for in the company's charter.

5. Contracts or transactions are invalidated under court decisions and handled according to law when they are signed in contravention of this Article; the person entering into the contract, the transaction, the shareholder, the member of the Board of Directors or the relevant director or general director must jointly compensate for the damage incurred, return to the company the profits gained from the performance of the contract. perform that contract or transaction.

6. The company must publicize relevant contracts and transactions in accordance with relevant laws.

Article 168. Control Board

1. The Supervisory Board has from 03 to 05 Supervisors. The term of the Supervisors shall not exceed 05 years and may be re-elected for an unlimited number of terms.

2. The Head of the Control Board shall be elected by the Supervisory Board from among the Supervisors; election, dismissal and removal from office on the principle of majority. The rights and obligations of the Head of the Control Board are stipulated in the company's charter. The Supervisory Board must have more than half of the Controllers residing in Vietnam. The head of the Supervisory Board must have a university degree or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or majors related to the business activities of the enterprise. industry, unless the company's charter stipulates a higher standard.

3. In case a Supervisor ends at the same time, but a new-term Supervisor has not been elected, the Supervisor whose term has expired will continue to perform his/her rights and obligations until the term-term Supervisor has not been elected. newly elected and assigned duties.

Article 169. Criteria and conditions of Controllers

1. Controllers must have the following criteria and conditions:

a) Not falling into the categories specified in Clause 2, Article 17 of this Law;

b) Being trained in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise;

c) Not being a family member of a member of the Board of Directors, the Director or General Director and other managers;

d) Not being the manager of the company; not necessarily be shareholders or employees of the company, unless otherwise provided for in the company's charter;

dd) Other standards and conditions as prescribed by relevant laws and the company's charter.

2. In addition to the standards and conditions specified in Clause 1 of this Article, controllers of public companies or state-owned enterprises specified at Point b, Clause 1, Article 88 of this Law must not be family related. the family of the corporate manager of the company and the parent company; the representative of the capital portion of the enterprise, the representative of the state capital portion in the parent company and in the company.

Article 170. Rights and obligations of the Control Board

1. The Supervisory Board supervises the Board of Directors, Director or General Director in the management and administration of the company.

2. Examining the rationality, lawfulness, honesty and prudence in the management and administration of business activities; systematicity, consistency and appropriateness of accounting, statistical and financial reporting.

3. Appraise the completeness, legitimacy and truthfulness of the company's business report, annual and 06-month financial statements, report on management evaluation of the Board of Directors and report appraisal report at the Annual General Meeting of Shareholders. Review contracts and transactions with related people under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on contracts and transactions that require approval of the Board of Directors or the General Meeting of Shareholders. shareholders.

4. Review, examine and evaluate the effectiveness and efficiency of the company's internal control, internal audit, risk management and early warning systems.

5. Reviewing the accounting books, accounting records and other documents of the company, the management and administration of the company's operations when it is deemed necessary or according to the resolution of the General Meeting of Shareholders or upon request. of a shareholder or a group of shareholders specified in Clause 2, Article 115 of this Law.

6. At the request of a shareholder or group of shareholders specified in Clause 2, Article 115 of this Law, the Control Board shall conduct an inspection within 07 working days from the date of receipt of the request. Within 15 days from the date of completion of the inspection, the Supervisory Board must report on the issues requested to be inspected to the Board of Directors and the requesting shareholder or group of shareholders. The inspection by the Supervisory Board specified in this Clause must not interfere with the normal operation of the Board of Directors, nor disrupt the business operations of the company.

7. Proposing the Board of Directors or the General Meeting of Shareholders measures to amend, supplement and improve the organizational structure of management, supervision and administration of business activities of the company.

8. When detecting a member of the Board of Directors, the Director or General Director violating the provisions of Article 165 of this Law, he must immediately notify in writing to the Board of Directors, requesting the person committing violations. stop the violation and have solutions to remedy the consequences.

9. Attend and participate in discussions at the General Meeting of Shareholders, the Board of Directors and other meetings of the company.

10. Using independent consultants, the company's internal audit department to perform assigned tasks.

11. The Supervisory Board may consult the Board of Directors before submitting reports, conclusions and recommendations to the General Meeting of Shareholders.

12. Other rights and obligations as prescribed by this Law, the company's charter and resolutions of the General Meeting of Shareholders.

Article 171. The Control Board's right to be provided with information

1. Documents and information must be sent to the Controller at the same time and in the same manner as for members of the Board of Directors, including:

a) Notice of meeting invitation, opinion form of members of the Board of Directors and enclosed documents;

b) Resolutions, decisions and meeting minutes of the General Meeting of Shareholders and the Board of Directors;

c) Report of the Director or General Director submitted to the Board of Directors or other documents issued by the company.

2. Controllers have the right to access files and documents of the company kept at the head office, branches and other locations; have the right to visit the workplace of the manager and employee of the company during working hours.

3. The Board of Directors, members of the Board of Directors, the Director or General Director, and other managers must provide fully, accurately and promptly information and documents on management, administration and business activities of the company at the request of the Supervisor or the Supervisory Board.

Article 172. Salary, remuneration, bonus and other benefits of Controllers

Unless otherwise provided for in the company's charter, the salary, remuneration, bonus and other benefits of the Controllers shall comply with the following provisions:

1. Controllers are entitled to salary, remuneration, bonus and other benefits according to the decision of the General Meeting of Shareholders. The General Meeting of Shareholders decides on the total salary, remuneration, bonus and other benefits and the annual operating budget of the Supervisory Board;

2. Controllers are paid expenses for meals, accommodation, travel, expenses for using independent consulting services at a reasonable rate. This total remuneration and expenses must not exceed the total annual operating budget of the Supervisory Board approved by the General Meeting of Shareholders, unless otherwise decided by the General Meeting of Shareholders;

3. Salaries and operating expenses of the Control Board shall be included in the company's business expenses in accordance with the law on corporate income tax and other relevant laws and must be made separate section of the company's annual financial statements.

Article 173. Responsibilities of Controllers

1. To strictly comply with the law, the company's charter, the resolutions of the General Meeting of Shareholders and professional ethics in performing the assigned rights and obligations.

2. To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the maximum legitimate interests of the company.

3. Loyalty to the interests of the company and shareholders; not abuse their position and position and use information, know-how, business opportunities and other assets of the company for personal gain or for the benefit of other organizations or individuals.

4. Other obligations as prescribed by this Law and the company's charter.

5. In case of violations specified in Clauses 1, 2, 3 and 4 of this Article, causing damage to the company or other persons, the Controller shall be personally or jointly responsible for compensating for such damage. Income and other benefits obtained by the Controller due to the violation must be returned to the company.

6. If a Controller is found to be in violation in the exercise of his/her assigned rights and obligations, he/she must notify in writing the Control Board; request the violator to stop the violation and remedy the consequences.

Article 174. Dismissal and dismissal of Controllers

1. The General Meeting of Shareholders dismisses a controller in the following cases:

a) No longer satisfy the criteria and conditions to work as a controller as prescribed in Article 169 of this Law;

b) Has a resignation letter and is accepted;

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

2. The General Meeting of Shareholders dismisses a Supervisor in the following cases:

a) Failing to complete assigned tasks or tasks;

b) Fail to perform their rights and obligations for 06 consecutive months, except in case of force majeure;

c) Repeated violations or serious violations of the Controller's obligations in accordance with this Law and the company's charter;

d) Other cases according to the resolution of the General Meeting of Shareholders.

Article 175. Annual report submission

1. At the end of the fiscal year, the Board of Directors must submit the following report to the General Meeting of Shareholders:

a) Report on business results of the company;

b) Financial statements;

c) Report on assessment of management and administration of the company;

d) Appraisal report of the Control Board.

2. For joint-stock companies that are required by law to be audited, the annual financial statements of the joint-stock company must be audited before submitting to the General Meeting of Shareholders for consideration and approval.

3. The report specified at Points a, b and c, Clause 1 of this Article must be sent to the Supervisory Board for appraisal at least 30 days before the opening date of the Annual General Meeting of Shareholders if the company's Charter You have no other provisions.

4. Reports specified in Clauses 1, 2 and 3 of this Article, appraisal reports of the Supervisory Board and audit reports must be kept at the company's head office at least 10 days before the opening date. the Annual General Meeting of Shareholders if the company's charter does not provide for a longer time limit. Shareholders who own shares of the company continuously for at least 01 year have the right to directly review the reports specified in this Article or together with a lawyer, accountant or auditor with a practicing certificate.

Article 176. Information disclosure

1. Joint-stock companies must send annual financial statements approved by the General Meeting of Shareholders to competent state agencies in accordance with the law on accounting and other relevant laws. .

2. The joint stock company publishes on its website the following information:

a) The company's charter;

b) Curriculum vitae, educational qualifications and professional experience of members of the Board of Directors, Supervisors, Director or General Director of the company;

c) Annual financial statements approved by the General Meeting of Shareholders;

d) Annual report on performance evaluation of the Board of Directors and Supervisory Board.

3. A joint-stock company that is not a listed company must notify the business registration office where the company's head office is located within 03 working days after receiving information or changing information about full name, nationality, passport number, contact address, number of shares and type of shares of the shareholder being a foreign individual; name, enterprise identification number, head office address, number of shares and types of shares of the shareholder being a foreign organization and full name, nationality, passport number, contact address of the authorized representative shareholders are foreign organizations.

4. Public companies shall disclose and disclose information in accordance with the law on securities. Joint-stock companies specified at Point b, Clause 1, Article 88 shall disclose and publicize information as prescribed at Points a, c, dd and g, Clause 1, Article 109 and Article 110 of this Law.

Chapter VI

PARTNERSHIPS

Article 177. Partnerships

1. A partnership is an enterprise in which:

a) There must be at least 02 members who are common owners of the company, doing business together under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital contributors;

b) General partners must be individuals, responsible with all their assets for the obligations of the company;

c) Capital-contributing members are organizations or individuals and are only responsible for the debts of the company within the amount of capital they have committed to contribute to the company.

2. A partnership has legal status from the date of issuance of the Certificate of Business Registration.

3. The partnership may not issue any securities.

Article 178. Capital contribution and issuance of certificates of capital contribution

1. General partners and capital contributors must contribute in full and on time the committed capital amount.

2. General partners who fail to contribute in full and on time the committed capital, causing damage to the company, shall be responsible for compensating the company for damage.

3. In case a capital-contributing member fails to contribute in full and on time the committed capital, the unpaid capital amount shall be considered a debt of that member to the company; in this case, the relevant capital contributor may be expelled from the company by decision of the Members' Council.

4. At the time of fully contributing the committed capital, the member is granted a certificate of capital contribution. The certificate of capital contribution must include the following principal contents:

a) Name, enterprise code, address of the head office of the company;

b) Charter capital of the company;

c) Name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise code or legal document number of the organization, head office address, for members being an organization; membership type;

d) Value of capital contribution and type of assets contributed as capital by members;

dd) Number and date of issuance of the certificate of capital contribution;

e) Rights and obligations of the holder of the capital contribution certificate;

g) Full name and signature of the holder of the certificate of capital contribution and of the general partners of the company.

5. In case the capital contribution certificate is lost, damaged or otherwise destroyed, the member shall be re-issued with the capital contribution certificate by the company.

Article 179. Property of the partnership

The assets of a partnership include:

1. Assets contributed as capital by members have been transferred to the company;

2. Assets created can bear the name of the company;

3. Assets obtained from business activities performed by a general partner in the name of the company and from business activities of the company performed by a general partner on behalf of an individual;

4. Other properties as prescribed by law.

Article 180. Restrictions on rights of general partners

1. A general partner may not be the owner of a private enterprise; may not be a general partner of another partnership unless otherwise agreed by the remaining general partners.

2. General partners may not act in the name of an individual or in the name of another person to conduct business in the same line of business of the company for personal gain or to serve the interests of other organizations or individuals.

3. General partners may not transfer part or all of their capital contributions in the company to other organizations or individuals without the consent of the remaining general partners.

Article 181. Rights and obligations of general partners

1. General partners have the following rights:

a) Attend meetings, discuss and vote on the company's issues; each general partner has one vote or another number of votes specified in the company's charter;

b) To conduct business in the company's business lines in the name of the company; negotiate and conclude contracts, transactions or covenants with the terms that the general partner deems most beneficial to the company;

c) Using the company's assets to conduct business in the company's lines of business; if they advance their money to do business for the company, they have the right to request the company to refund both the principal and interest at the market interest rate on the advance principal amount;

d) Request the company to compensate for damage from business activities within the scope of assigned tasks if such damage is not caused by the personal fault of that member;

dd) Request the company or other general partners to provide information about the company's business situation; inspect assets, accounting books and other documents of the company when necessary;

e) To be distributed profits in proportion to the proportion of contributed capital or as agreed upon in the company's charter;

g) When the company is dissolved or goes bankrupt, the remaining asset value will be divided in proportion to the proportion of capital contributed to the company if the company's charter does not provide for a different ratio;

h) In case a general partner dies, the member's heirs shall be entitled to a portion of the value of assets in the company after deducting the debt and other property obligations under the liability of such member. The heir may become a general partner if approved by the Members' Council;

i) Other rights as prescribed by this Law and the company's charter.

2. General partners have the following obligations:

a) Conduct management and conduct business activities honestly, carefully and in the best way to ensure maximum legal benefits for the company;

b) Manage and conduct business activities in accordance with the law, the company's charter and resolutions and decisions of the Members' Council; if they violate the provisions at this point, causing damage to the company, they must be responsible for compensating for the damage;

c) Not to use the company's assets for personal gain or to serve the interests of other organizations or individuals;

d) Return to the company the money and property received and compensate for damage caused to the company in the case of receiving money or other property on behalf of the company, in the name of an individual or in the name of another person. business activities of the company that are not submitted to the company;

dd) Jointly be responsible for paying off the remaining debts of the company if the company's assets are not enough to cover the company's debts;

e) Bear a loss in proportion to the capital contributed to the company or as agreed upon in the company's charter in case the business company suffers a loss;

g) To report on a monthly basis honestly and accurately in writing its business situation and results to the company; provide information about their business situation and results to members who request;

h) Other obligations as prescribed by this Law and the company's charter.

Article 182. Council of members

1. The Members' Council includes all members. The Members' Council elects a general partner to be the Chairman of the Members' Council and concurrently the Director or General Director of the company, unless otherwise provided for in the company's charter.

2. General partners have the right to request to convene a meeting of the Members' Council to discuss and decide on the business of the company. The member requesting to convene the meeting must prepare the meeting agenda, agenda and documents.

3. The Members' Council has the right to decide on all business activities of the company. Unless otherwise provided for in the company's charter, decisions on the following issues must be approved by at least three-quarters of the total number of general partners:

a) Orientation and development strategy of the company;

b) Amending and supplementing the company's charter;

c) Receiving new members;

d) Approve general partners to withdraw from the company or decide to expel members;

d) Decide on investment projects;

e) To decide on borrowing and mobilizing capital in other forms or lending with a value of 50% or more of the company's charter capital, unless the company's charter stipulates a higher percentage;

g) Decide to buy and sell assets with a value equal to or greater than the charter capital of the company, unless the company's charter stipulates a higher percentage;

h) Approving the annual financial statements, the total profit to be distributed and the profit to be distributed to each member;

i) Decision on dissolution; company bankruptcy petition.

4. Decisions on matters other than those specified in Clause 3 of this Article shall be adopted if approved by at least two-thirds of the total number of general partners; The specific ratio shall be prescribed by the company's charter.

5. The right to participate in voting of capital contributors shall comply with the provisions of this Law and the company's charter.

Article 183. Convening a meeting of the Members' Council

1. The President of the Members' Council may convene a meeting of the Members' Council when he considers it necessary or at the request of a general partner. In case the President of the Members' Council fails to convene a meeting at the request of a general partner, such member shall convene a meeting of the Members' Council.

2. Notice of invitation to a meeting of the Members' Council may be sent by invitation, by phone, by fax, by electronic means or by other methods prescribed by the company's charter. The notice of meeting invitation must clearly state the purpose, requirements and contents of the meeting, the meeting agenda and location, and the name of the member requesting to convene the meeting.

The discussion documents used to decide the issues specified in Clause 3, Article 182 of this Law must be sent in advance to all members; the time limit for sending in advance shall be prescribed by the company's charter.

3. The chairman of the Members' Council or a member who requests to convene a meeting to preside over the meeting. A meeting of the Members' Council must be recorded in minutes, including the following principal contents:

a) Name, enterprise code number, head office address;

b) Time and place of the meeting;

c) Purpose, agenda and contents of the meeting;

d) Full name of the chairperson and members attending the meeting;

d) Opinions of members attending the meeting;

e) The passed resolution or decision, the number of members agreeing, disagreeing, and abstaining and the basic contents of such resolution or decision;

g) Full names and signatures of members attending the meeting.

Article 184. Business management of partnerships

1. General partners are the legal representatives of the company and the organization that runs the company's day-to-day business operations. Any restriction on a general partner in the day-to-day conduct of the company's business becomes effective against a third party only when that person is made aware of such restriction.

2. In conducting business activities of the company, general partners assign each other to take on the positions of management and control of the company.

When some or all of the general partners carry out some business together, the decision is adopted by majority consent.

Activities performed by general partners outside the scope of business activities of the company are not the responsibility of the company, unless such activities have been approved by the remaining members.

3. The company can open one or several accounts at the bank. The Members' Council appoints the authorized member to deposit and withdraw funds from such accounts.

4. The President of the Members' Council, the Director or General Director has the following obligations:

a) Manage and run the daily business of the company as a general partner;

b) Convene and organize meetings of the Members' Council; sign resolutions and decisions of the Members' Council;

c) Assign and coordinate business activities among general partners;

d) Organize, fully and honestly keep the accounting books, invoices, vouchers and other documents of the company in accordance with the provisions of law;

dd) Representing the company as a requester for settlement of civil matters, plaintiff, defendant, person with related interests and obligations before arbitration or court; represent the company to exercise other rights and obligations as prescribed by law;

e) Other obligations prescribed by the company's charter.

Article 185. Termination of general partner status

1. A general partner is terminated in the following cases:

a) Voluntarily withdraw capital from the company;

b) Dead, missing, restricted or incapacitated for civil acts, having difficulties in perception and behavior control;

c) Being expelled from the company;

d) Serve the prison sentence or be banned by the Court from practicing certain professions or doing certain jobs as prescribed by law;

dd) Other cases prescribed by the company's charter.

2. General partners have the right to withdraw capital from the company if approved by the Members' Council. In this case, a member who wants to withdraw capital from the company must notify in writing of the capital withdrawal request at least 06 months before the capital withdrawal date; capital can only be withdrawn at the end of the financial year and the financial statements of that fiscal year have been approved.

3. A general partner shall be expelled from the company in the following cases:

a) Inability to contribute capital or fail to contribute capital as committed after the company has made the second request;

b) Violating the provisions of Article 180 of this Law;

c) Conduct dishonest, careless business or other inappropriate behavior, causing serious damage to the interests of the company and other members;

d) Failure to properly perform obligations of general partners.

4. In case of termination of membership of a member who has limited or lost civil act capacity, has difficulties in perception and behavior control, the contributed capital of such member shall be refunded fairly and satisfactory.

5. Within 02 years from the date of termination of the general partner's status as prescribed at Points a, c, d and dd, Clause 1 of this Article, such person must still be jointly liable with the entire property. against the company's debts incurred prior to the date of termination of the membership.

6. After terminating the status of a general partner, if such member's name has been used to form part or the whole of the company's name, that person or their heir or legal representative has the right to request the company to stop using that name.

Article 186. Admission of new members

1. The company may accept additional general partners or capital contributors; The admission of new members of the company must be approved by the Members' Council.

2. General partners or capital contributors must fully pay the amount of capital committed to contribute to the company within 15 days from the date of approval, unless the Members' Council decides otherwise.

3. New general partners must be jointly liable with all their assets for the company's debts and other property obligations, unless that member and the remaining members agree. other agreement.

Article 187. Rights and obligations of capital contributors

1. Capital-contributing members have the following rights:

a) Participate in meetings, discuss and vote at the Members' Council on amendments and supplements to the company's charter, amendments and supplements to the rights and obligations of capital contributors, reorganization and dissolution company body and other contents of the company's charter are directly related to their rights and obligations;

b) To be distributed annual profits in proportion to the proportion of capital contributed in the charter capital of the company;

c) To be provided with the company's annual financial statements; have the right to request the Chairman of the Members' Council and general partners to provide fully and truthfully information on the company's business situation and results; review the company's accounting books, minutes, contracts, transactions, records and other documents;

d) Transferring his/her capital contribution in the company to another person;

d) Conduct business in the name of an individual or on behalf of another person in the company's line of business;

e) To dispose of their contributed capital by inheritance, donation, mortgage, pledge and other forms as prescribed by law and the company's charter; in case of death, the heir shall replace the deceased member as a capital contributing member of the company;

g) To receive part of the remaining asset value of the company in proportion to the percentage of contributed capital in the company's charter capital when the company is dissolved or goes bankrupt;

h) Other rights as prescribed by this Law and the company's charter.

2. Capital-contributing members have the following obligations:

a) To be liable for the company's debts and other property obligations within the amount of capital committed to contribute;

b) Not participating in the management of the company, not conducting business on behalf of the company;

c) Comply with the company's charter, resolutions and decisions of the Members' Council;

d) Other obligations as prescribed by this Law and the company's charter.

Chapter VII

PRIVATE ENTERPRISE

Article 188. Private enterprises

1. A private enterprise is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the enterprise.

2. Private enterprises may not issue securities of any kind.

3. Each individual is only entitled to establish a private enterprise. The owner of a private enterprise cannot concurrently be the owner of a business household or a general partner of a partnership.

4. A private enterprise is not entitled to contribute capital to the establishment or purchase shares or contributed capital in a partnership, limited liability company or joint-stock company.

Article 189. Investment capital of private enterprise owners

1. Investment capital of a private enterprise owner is registered by the business owner himself. The owner of a private enterprise is obliged to accurately register the total investment capital, clearly stating the capital amount in Vietnam Dong, freely convertible foreign currencies, gold and other assets; for capital in other assets, the type of asset, quantity and residual value of each type of asset must also be clearly stated.

2. All capital and assets including borrowed capital and leased assets used in business activities of the enterprise must be fully recorded in the accounting books and financial statements of the enterprise in accordance with the provisions of law. the law.

3. In the course of operation, the owner of a private enterprise has the right to increase or decrease his investment capital in the business activities of the enterprise. The increase or decrease in the investment capital of the private business owner must be fully recorded in the accounting books. In case the investment capital is reduced to less than the registered investment capital, the owner of the private enterprise may reduce the capital only after having registered with the Business Registration Authority.

Article 190. Management of private enterprises

1. The owner of a private enterprise has the full right to decide on all business activities of the private enterprise, the use of profits after paying taxes and performing other financial obligations as prescribed by law. .

2. The owner of a private enterprise may directly or hire another person to act as the Director or General Director to manage and administer business activities; In this case, the sole proprietorship is still responsible for all business activities of the private enterprise.

3. The owner of a private enterprise is the legal representative, representing the private enterprise in the capacity of a requester for settlement of civil matters, plaintiff, defendant, person with related interests and obligations before Arbitrators, courts and representatives of private enterprises shall exercise other rights and perform other obligations as prescribed by law.

Article 191. Leasing of private enterprises

The owner of a private enterprise has the right to lease out his or her entire private enterprise, but must notify in writing, enclosed with a notarized copy of the lease contract, to the business registration authority or tax authority within 03 months. working days from the effective date of the rental contract. During the lease term, the owner of the private business is still responsible before the law as the owner of the private business. The rights, obligations and responsibilities of owners and tenants for business activities of a private enterprise are specified in the lease contract.

Article 192. Sale of private enterprises

1. Owners of private enterprises have the right to sell their private enterprises to other individuals or organizations.

2. After the sale of a private enterprise, the owner of the private enterprise shall still be liable for the debts and other property obligations of the private enterprise arising in the period prior to the date of the transfer of the enterprise, except for the following cases: The owner of the sole proprietorship, the purchaser and the creditor of the sole proprietorship may otherwise agree.

3. Owners of private enterprises and buyers of private enterprises must comply with the provisions of the law on labor.

4. The purchaser of a private enterprise must register the change of the owner of a private enterprise in accordance with the provisions of this Law.

Article 193. Exercising the rights of private business owners in some special cases

1. In case the owner of a private enterprise is temporarily detained, is serving a prison sentence or is serving an administrative handling measure at a compulsory detoxification establishment or compulsory education institution, he or she shall authorize another person to do so. exercise their rights and obligations.

2. In case the owner of a private enterprise dies, the heir or one of the heirs according to the will or at law shall be the owner of the private business as agreed between the heirs. In case the heirs cannot reach an agreement, they shall register to convert into a company or dissolve such private enterprise.

3. In case the owner of a private enterprise dies without an heir, the heir refuses to accept the inheritance or is deprived of the right to inherit, the property of the owner of the private enterprise shall be handled in accordance with the law on Civil.

4. In case the owner of a private enterprise has limited or lost civil act capacity, has difficulties in awareness and behavior control, the rights and obligations of the owner of the private enterprise shall be performed through the representative. face.

5. In case the owner of a private enterprise is banned by a court from practicing certain professions or doing certain jobs within the scope of the business lines of the enterprise, the owner of the private enterprise shall suspend or terminate the related business lines. under a court decision or transfer a private enterprise to another individual or organization.

Chapter VIII

GROUP OF COMPANY

Article 194. Economic groups and corporations

1. Economic groups and corporations of all economic sectors are groups of companies that have a relationship with each other through ownership of shares, contributed capital or other association. Economic groups and corporations are not a type of enterprise, have no legal status, and are not required to be registered under this Law.

2. Economic groups, corporations with parent companies, subsidiaries and other member companies. The parent company, subsidiaries and each member company in an economic group or corporation have the rights and obligations of an independent enterprise in accordance with the law.

Article 195. Parent company, subsidiary company

1. A company is considered the parent company of another company if it falls into one of the following cases:

a) Owning more than 50% of the charter capital or total ordinary shares of that company;

b) Having the right to directly or indirectly decide to appoint a majority or all of the members of the Board of Directors, the Director or the General Director of that company;

c) Have the right to decide on the amendment and supplementation of the charter of that company.

2. Subsidiaries are not allowed to invest in buying shares or contribute capital to the parent company. Subsidiaries of the same parent company may not concurrently contribute capital or purchase shares for cross-ownership.

3. Subsidiaries having the same parent company as an enterprise owning at least 65% of state capital may not jointly contribute capital or purchase shares of other enterprises or to establish new enterprises according to the provisions of law. This law.

4. The Government shall detail Clauses 2 and 3 of this Article.

Article 196. Rights, obligations and responsibilities of the parent company towards its subsidiaries

1. Depending on the legal type of the subsidiary, the parent company exercises its rights and obligations as a member, owner or shareholder in relation to the subsidiary in accordance with the respective regulations. of this Law and other relevant laws.

2. Contracts, transactions and other relationships between the parent company and its subsidiaries must be established and performed independently and equally under the conditions applicable to independent legal entities.

3. Where the parent company intervenes beyond the authority of the owner, member or shareholder and forces the subsidiary to conduct business activities contrary to normal business practices or to conduct unprofitable activities If the parent company fails to make reasonable compensation in the relevant fiscal year, causing damage to the subsidiary, the parent company shall be liable for such damage.

4. The manager of the parent company who is responsible for intervening to force the subsidiary to carry out business activities as prescribed in Clause 3 of this Article must jointly bear the responsibility for such damage with the parent company.

5. If the parent company fails to compensate the subsidiary as prescribed in Clause 3 of this Article, the creditor or member or shareholder holding at least 01% of the subsidiary's charter capital has the right to act on behalf of the parent company. or on behalf of the subsidiary to request the parent company to compensate the subsidiary for damage.

6. In case the business activities specified in Clause 3 of this Article are carried out by a subsidiary and bring benefits to other subsidiaries of the same parent company, the beneficial subsidiary must be jointly with the company. The parent returns the benefit to the damaged subsidiary.

Article 197. Financial statements of parent companies and subsidiaries

1. At the end of the fiscal year, in addition to reports and documents as prescribed by law, the parent company must also prepare the following reports:

a) Consolidated financial statements of the parent company in accordance with the law on accounting;

b) Annual report on business results of the parent company and its subsidiaries;

c) General report on management and administration of the parent company and its subsidiaries.

2. At the request of the legal representative of the parent company, the legal representative of the subsidiary company must provide necessary reports, documents and information as prescribed for the preparation of financial statements. consolidated and consolidated reports of the parent company and its subsidiaries.

3. The person responsible for preparing reports of the parent company uses the reports specified in Clause 2 of this Article to prepare the consolidated financial statements and the general reports of the parent company and its subsidiaries if there is no doubt. about reports prepared and submitted by subsidiaries that contain false, inaccurate or fraudulent information.

4. The person responsible for making reports specified in Clause 1 of this Article may not prepare and submit such reports if they have not received the full financial statements of the subsidiary. In case the manager of the parent company has applied necessary measures within his/her competence but still does not receive the necessary reports, documents and information as prescribed from the subsidiary company, the company manager shall The parent still prepares and submits consolidated financial statements and consolidated reports of the parent company and its subsidiaries. The report may or may not include information from that subsidiary, but must include the necessary explanation to avoid misunderstanding or misinterpretation.

5. Annual financial settlement reports and documents, consolidated financial statements and general reports of the parent company and subsidiary companies must be kept at the head office of the parent company. Copies of reports and documents specified in this Clause must be kept at the branch of the parent company in Vietnam.

6. In addition to reports and documents as prescribed by law, subsidiaries must also make general reports on purchases, sales and other transactions with the parent company.

Chapter IX

ENTERPRISE RECOGNITION, DISSOLUTION AND BUSINESS

Article 198. Company division

1. A limited liability company or a joint-stock company may divide the assets, rights and obligations, members and shareholders of the existing company (hereinafter referred to as the divided company) to form two or many new companies.

2. Procedures for division of limited liability companies and joint stock companies are prescribed as follows:

a) The Members' Council, the company owner or the General Meeting of Shareholders of the divided company shall adopt a resolution or decision on division of the company in accordance with this Law and the company's charter. Resolutions and decisions on division of the company must contain the following principal contents: name and head office address of the divided company, names of companies to be established; principles, methods and procedures for dividing company assets; labor use plan; method of division, time limit and procedures for converting contributed capital, shares and bonds of the divided company to newly established companies; principles for settling the obligations of the divided company; time limit for division of the company. Resolutions, decisions on division of the company must be sent to all creditors and notified to employees within 15 days from the date of issuance of the decision or adoption of the resolution;

b) A member, company owner or shareholder of a newly established company ratifies the Charter, elects or appoints the Chairman of the Members' Council, the President of the company, the Board of Directors, the Director or General Manager of the company. director and conduct enterprise registration in accordance with this Law. In this case, the enterprise registration dossier for the new company must be enclosed with the resolution or decision on division of the company specified at Point a of this Clause.

3. The number of members, shareholders and the number and percentage of shares ownership, contributed capital of members, shareholders and charter capital of new companies will be recorded in accordance with the method of division and transfer. change the contributed capital, shares of the divided company to new companies according to the resolution or decision on the division of the company.

4. The divided company ceases to exist after the new company is granted an Enterprise Registration Certificate. New companies must be jointly liable for the obligations, unpaid debts, labor contracts and other property obligations of the divided company or agreed with creditors, customers and employees. for one of them to fulfill this obligation. New companies automatically inherit all legal rights, obligations and interests divided according to resolutions and decisions on division of the company.

5. The business registration authority shall update the legal status of the divided company in the National Business Registration Database when granting Business Registration Certificates to new companies. In case the new company has its head office address outside the province or centrally run city where the divided company has its head office, the business registration office where the new company's head office is located must notify the registration of the new company. register the business for the new company to the Business Registration Office where the divided company is headquartered to update the legal status of the divided company on the National Business Registration Database.

Article 199. Separation of companies

1. A limited liability company or a joint-stock company may be separated by transferring part of the assets, rights, obligations, members and shareholders of the existing company (hereinafter referred to as the separated company) to establishment of one or several new limited liability companies or joint stock companies (hereinafter referred to as the separated company) without terminating the existence of the separated company.

2. The separated company must register for a change in charter capital, the number of members and shareholders corresponding to the contributed capital, shares and a decrease in the number of members and shareholders (if any); concurrently register the business for the separated companies.

3. Procedures for separating a limited liability company from a joint-stock company are prescribed as follows:

a) The Members' Council, the company owner or the General Meeting of Shareholders of the separated company adopts a resolution or decision on separation of the company in accordance with this Law and the company's charter. A resolution or decision on separation of the company must include the following principal contents: name and head office address of the separated company; the name of the company to be separated to be established; labor use plan; how to separate the company; the value of assets, rights and obligations transferred from the separated company to the separated company; the time limit for the separation of the company. Resolutions, decisions on separation of the company must be sent to all creditors and notified to employees within 15 days from the date of issuance of the decision or adoption of the resolution;

b) Members, company owners or shareholders of the separated company adopt the Charter, elect or appoint the Chairman of the Members' Council, the President of the company, the Board of Directors, the Director or General Director. and conduct enterprise registration in accordance with this Law.

4. After enterprise registration, the separated company and the separated company must be jointly liable for the company's obligations, unpaid debts, labor contracts and other property obligations. If the company is separated, the company being separated, the creditors, customers and employees of the separated company have other agreements. The separated companies automatically inherit all the lawful rights, obligations and interests divided according to the resolution or decision on separation of the company.

Article 200. Consolidation of companies

1. Two or more companies (hereinafter referred to as the consolidated company) may merge into a new company (hereinafter referred to as the consolidating company), and at the same time terminate the existence of the merged companies. unify.

2. Procedures for company consolidation are prescribed as follows:

a) The consolidated company prepares the consolidation contract and the draft charter of the consolidating company. The consolidation contract must include the following main contents: name and head office address of the consolidated company; name and head office address of the consolidated company; consolidation procedures and conditions; labor use plan; time limit, procedures and conditions for converting assets, converting capital contributions, shares and bonds of the consolidating company into contributed capital, shares and bonds of the consolidating company; time limit for implementation of consolidation;

b) Members, company owners or shareholders of the consolidated company approve the consolidation contract, the charter of the consolidating company, elect or appoint the Chairman of the Members' Council, the President of the company, The Board of Directors, Director or General Director of the consolidating company and conduct business registration for the consolidating company in accordance with this Law. The consolidation contract must be sent to creditors and notified to employees within 15 days from the date of approval.

3. The consolidated company must ensure compliance with the provisions of the Competition Law on company consolidation.

4. After the consolidating company registers its business, the consolidated company ceases to exist; the consolidating company enjoys lawful rights and interests, is responsible for the obligations, unpaid debts, labor contracts and other property obligations of the consolidated companies. The consolidating company automatically inherits all legal rights, obligations and interests of the consolidated companies under the company consolidation contract.

5. The business registration authority shall update the legal status of the consolidated company on the National Business Registration Database when granting the Business Registration Certificate to the consolidated company. In case the consolidated company has its head office located outside the province or centrally run city where the head office of the consolidated company is located, the business registration office of the place where the head office of the consolidation company is located must notify the business registration to the Business Registration Office where the consolidated company is headquartered to update the legal status of the consolidated company on the National Business Registration Database.

Article 201. Merger of companies

1. One or several companies (hereinafter referred to as the merged company) may merge into another company (hereinafter referred to as the merging company) by transferring all assets, rights and obligations. legal services and interests to the merging company, and at the same time terminate the existence of the merged company.

2. Procedures for merging companies are prescribed as follows:

a) The relevant companies prepare the merger contract and draft the charter of the merging company. The merger contract must include the following main contents: name and head office address of the merging company; name and head office address of the merged company; merger procedures and conditions; labor use plan; methods, procedures, deadlines and conditions for converting assets, converting capital contributions, shares and bonds of the merged company into contributed capital, shares and bonds of the merging company; the time limit for implementation of the merger;

b) Members, company owners or shareholders of related companies shall approve the merger contract, the charter of the merging company and conduct business registration of the merged company in accordance with regulations. of this Law. The merger contract must be sent to all creditors and notified to employees within 15 days from the date of approval;

c) After the merging company registers its business, the merged company ceases to exist; the merged company enjoys lawful rights and interests, is responsible for the obligations, unpaid debts, labor contracts and other property obligations of the merged company. The merging companies automatically inherit all legal rights, obligations, and interests of the merged companies under the merger contract.

3. Companies conducting the merger must ensure compliance with the provisions of the Competition Law on merging companies.

4. The business registration authority shall update the legal status of the merged company on the National Business Registration Database and make changes to the business registration contents for the merged company. import. In case the merged company has its head office located outside the province or centrally run city where the merging company is headquartered, the business registration office of the place where the merging company is headquartered shall be located through notify the business registration to the Business Registration Office where the merged company is headquartered to update the legal status of the merged company on the National Business Registration Database.

Article 202. Conversion of a limited liability company into a joint stock company

1. State enterprises converted into joint stock companies shall comply with relevant laws.

2. A limited liability company may be converted into a joint stock company by the following methods:

a) Converting into a joint-stock company without mobilizing other organizations or individuals to contribute capital, not selling contributed capital to other organizations or individuals;

b) Converting into a joint stock company by mobilizing other organizations and individuals to contribute capital;

c) Converting into a joint stock company by selling all or part of the contributed capital to one or several other organizations and individuals;

d) Combining the methods specified at Points a, b and c of this Clause and other methods.

3. The company must register the company transformation with the Business Registration Office within 10 days from the date of completion of the conversion. Within 03 working days from the date of receipt of the application for conversion, the Business Registration Authority shall re-issue the Certificate of Business Registration and update the legal status of the company on the National Database on Business Registration. business registration.

4. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and other obligations of the converted company.

Article 203. Conversion of a joint stock company into a one-member limited liability company

1. A joint-stock company may be converted into a one-member limited liability company by the following methods:

a) One shareholder receives the transfer of all the respective shares of all other shareholders;

b) An organization or individual who is not a shareholder receives the transfer of all shares of all shareholders of the company;

c) The company has only 01 shareholder left.

2. The transfer or receipt of investment capital as prescribed in Clause 1 of this Article must comply with market prices, prices determined according to the asset method, discounted cash flow method or other methods.

3. Within 15 days from the date on which the company has only one shareholder left or completes the transfer of shares as prescribed at Points a and b, Clause 1 of this Article, the company shall send the conversion dossier to the competent authority. business registration where the enterprise has registered. Within 03 working days from the date of receipt of the conversion dossier, the Business Registration Authority shall issue the Certificate of Business Registration and update the legal status of the company on the National Registration Database. enterprise.

4. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and other obligations of the converted company.

Article 204. Conversion of a joint stock company into a limited liability company with two or more members

1. A joint-stock company may be converted into a limited liability company with two or more members by the following methods:

a) Converting into a limited liability company with two or more members without raising more shares or transferring shares to other organizations or individuals;

b) Converting into a limited liability company with two or more members and at the same time mobilizing other organizations and individuals to contribute capital;

c) Converting into a limited liability company with two or more members and concurrently transferring all or part of shares to other organizations and individuals contributing capital;

d) The company has only 02 shareholders left;

dd) Combining the methods specified at Points a, b and c of this Clause and other methods.

2. The company must register the company transformation with the Business Registration Office within 10 days from the date of completion of the conversion. Within 03 working days from the date of receipt of the conversion dossier, the Business Registration Authority shall issue the Certificate of Business Registration and update the legal status of the company on the National Registration Database. enterprise.

3. The converted company automatically inherits all legal rights and interests, is responsible for all debts, including tax debts, labor contracts and other obligations of the converted company.

Article 205. Converting a private enterprise into a limited liability company, joint-stock company or partnership

1. A private enterprise may be converted into a limited liability company, joint stock company or partnership under the decision of the owner of the private enterprise if it fully meets the following conditions:

a) The converted enterprise must fully satisfy the conditions specified in Clause 1, Article 27 of this Law;

b) The owner of the private enterprise undertakes in writing to be personally responsible with all his/her assets for all unpaid debts and commits to pay the full amount of the debt when it is due;

c) The owner of the private enterprise has a written agreement with the parties to the contract that has not been liquidated on the receipt and continued performance of such contracts by the converted company;

d) The owner of the private enterprise commits in writing or has a written agreement with other capital contributors on the receipt and use of existing labor of the private enterprise.

2. Within 03 working days from the date of receipt of the application, the business registration authority shall consider and issue the Certificate of Business Registration if it fully meets the conditions specified in Clause 1 of this Article and update the status. legal status of enterprises on the National Database of Business Registration.

3. The converted company automatically inherits the rights and obligations of the private enterprise from the date of issuance of the Certificate of Business Registration. The owner of a private business is personally liable with all his assets for all debts incurred before the date the converted company is issued with the Certificate of Business Registration.

Article 206. Suspension, suspension of operations, termination of business

1. Enterprises must notify in writing the Business Registration Office no later than 03 working days before the date of suspension or resumption of business before the notified time limit.

2. The business registration authority or the competent state agency shall request the enterprise to suspend, suspend its operation or terminate its business in the following cases:

a) Suspend or terminate conditional business lines, lines of business with conditional market access for foreign investors when detecting that the enterprise does not fully satisfy the corresponding conditions as prescribed; under the law;

b) Suspend business at the request of relevant agencies in accordance with the provisions of law on tax administration, environment and other relevant laws;

c) Suspend operations, terminate business in one or a number of lines of business or in a number of fields under a court decision.

3. During the business suspension period, the enterprise must fully pay the outstanding tax, social insurance, health insurance and unemployment insurance amounts; continue to pay debts, complete the performance of contracts signed with customers and employees, unless otherwise agreed upon by enterprises, creditors, customers and employees.

4. The Government shall detail the order and procedures for coordination between the business registration agency and the competent state agency in the case specified in Clause 2 of this Article.

Article 207. Cases and conditions for enterprise dissolution

1. An enterprise is dissolved in the following cases:

a) The operation term stated in the company's charter expires without a decision on extension;

b) According to resolutions and decisions of the business owner, for private enterprises, of the Members' Council, for partnerships, of the Members' Council, of the company owner, for limited liability companies; , of the General Meeting of Shareholders, for joint-stock companies;

c) The company no longer meets the minimum number of members as prescribed by this Law for 06 consecutive months without carrying out procedures for enterprise transformation;

d) The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration.

2. An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of settling disputes at Court or Arbitration. The relevant manager and the enterprise specified at Point d, Clause 1 of this Article are jointly responsible for the debts of the enterprise.

Article 208. Order and procedures for enterprise dissolution

The dissolution of an enterprise in the case specified at Points a, b and c, Clause 1, Article 207 of this Law shall comply with the following provisions:

1. Passing resolutions and decisions on dissolution of enterprises. A resolution or decision on dissolution of an enterprise must contain the following principal contents:

a) Name and address of the head office of the enterprise;

b) Reasons for dissolution;

c) Time limit and procedures for contract liquidation and payment of debts of the enterprise;

d) Plan to handle obligations arising from the labor contract;

dd) Full name and signature of the owner of the private enterprise, the company owner, the Chairman of the Members' Council, the Chairman of the Board of Directors;

2. The owner of a private enterprise, the Members' Council or the company owner or the Board of Directors shall directly organize the liquidation of the enterprise's assets, unless the company's charter provides for the establishment of a separate liquidation organization. ;

3. Within 07 working days from the date of adoption, the resolution, decision on dissolution and meeting minutes must be sent to the business registration agency, tax agency, and employees in the enterprise. Resolutions and decisions on dissolution must be posted on the National Enterprise Registration Portal and publicly listed at the enterprise's head office, branches and representative offices.

In case the enterprise has unpaid financial obligations, it must enclose the resolution, dissolution decision and debt settlement plan to its creditors, persons with related rights, obligations and interests. The debt settlement plan must have the name and address of the creditor; debt amount, term, place and method of payment of such debt; the method and time limit for settling the creditor's complaint;

4. The business registration authority must notify the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal immediately after receiving the resolution or decision on dissolution of the enterprise. Enclosed with the notice must be posted the resolution, dissolution decision and debt settlement plan (if any);

5. The debts of the enterprise shall be paid in the following order of priority:

a) Debts in salary, severance allowance, social insurance, health insurance, unemployment insurance as prescribed by law and other benefits of employees under collective labor agreement and contract signed labor contract;

b) Tax debt;

c) Other debts;

6. After the expenses for dissolution of the enterprise and debts have been paid, the remainder shall be divided among the owners of the private enterprise, members, shareholders or the company's owner in proportion to their ownership of contributed capital. share;

7. The enterprise's legal representative shall send the enterprise dissolution dossier to the business registration agency within 05 working days from the date of payment of all debts of the enterprise;

8. After 180 days from the date of receipt of the resolution or decision on dissolution as prescribed in Clause 3 of this Article, without receiving any opinions on the dissolution from the enterprise or the related parties' written objections. copy or within 05 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the legal status of the enterprise on the national enterprise registration database;

9. The Government shall detail the order and procedures for enterprise dissolution.

Article 209. Enterprise dissolution in case the enterprise registration certificate is revoked or under a court decision

The dissolution of an enterprise in case the enterprise registration certificate is revoked or under a court decision shall be carried out according to the following order and procedures:

1. The business registration authority must announce the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal at the same time as issuing a decision to revoke the Certificate of Business Registration or immediately after receiving the legally effective dissolution decision of the Court. Enclosed with the notice must be posted the decision to revoke the Certificate of Business Registration or the decision of the Court that has taken legal effect;

2. Within 10 days after receiving the decision on revocation of the enterprise registration certificate or the legally effective court decision, the enterprise must convene a meeting to decide on dissolution. The resolution, decision on dissolution and a copy of the decision on revocation of the Certificate of Business Registration or a legally effective court decision must be sent to the business registration authority, tax authority, and employees. in the enterprise and must be publicly listed at the head office, branch or representative office of the enterprise. For cases where it is required by law to publish in newspapers, the resolution or decision on dissolution of the enterprise must be published in at least 01 printed or electronic newspaper in 03 consecutive issues.

In case the enterprise has unpaid financial obligations, it must simultaneously send the resolution, the dissolution decision of the enterprise, the debt settlement plan to the creditors, persons with related interests and obligations. . The notice must contain the name and address of the creditor; debt amount, term, place and method of payment of such debt; the method and time limit for settling the creditor's complaint;

3. The payment of debts of the enterprise shall comply with the provisions of Clause 5, Article 208 of this Law;

4. The enterprise's legal representative shall send the enterprise dissolution dossier to the business registration agency within 05 working days from the date of payment of all debts of the enterprise;

5. After 180 days from the date of notification of the state of being in the process of dissolution of the enterprise as prescribed in Clause 1 of this Article without receiving written objections from related parties or within 05 working days from the date of receipt of the dissolution dossier, the business registration authority shall update the legal status of the enterprise on the national enterprise registration database;

6. The relevant company manager must take personal responsibility for damage caused by failure to perform or fail to comply with the provisions of this Article.

Article 210. Enterprise dissolution documents

1. An enterprise dissolution dossier includes the following papers:

a) Notice of dissolution of the enterprise;

b) Report on liquidation of enterprise assets; the list of creditors and the amount of debt paid, including payment of all tax debts and payment of social insurance, health insurance and unemployment insurance premiums for employees after the decision to dissolve the business occupation (if any).

2. A member of the Board of Directors of a joint-stock company, a member of the Members' Council of a limited liability company, a company owner, a private enterprise owner, a director or general director, a general partner, the legal representative of the enterprise is responsible for the truthfulness and accuracy of the enterprise dissolution dossier.

3. In case the dissolution dossier is inaccurate or forged, the persons specified in Clause 2 of this Article shall be jointly responsible for paying the unresolved employee benefits, unpaid tax, and debt. have not yet paid and take personal responsibility before the law for the consequences arising within 05 years from the date of submitting the enterprise dissolution dossier to the business registration agency.

Article 211. Prohibited activities since the dissolution decision

1. Since the decision to dissolve the enterprise is issued, the enterprise and its manager are strictly prohibited from performing the following activities:

a) Concealing or dispersing property;

b) Relinquish or reduce the right to collect debt;

c) Convert unsecured debts into secured debts with assets of the enterprise;

d) Sign a new contract, except for the case of dissolution of the enterprise;

dd) Pledge, mortgage, donate or lease property;

e) Terminate the performance of an effective contract;

g) Mobilizing capital in any form.

2. Depending on the nature and seriousness of their violations, individuals who commit violations specified in Clause 1 of this Article may be administratively sanctioned or examined for penal liability; If damage is caused, compensation must be made.

Article 212. Revocation of the Certificate of Business Registration

1. The enterprise registration certificate shall be revoked in the following cases:

a) The information declared in the enterprise registration dossier is forged;

b) Enterprises established by persons banned from establishing enterprises as prescribed in Clause 2, Article 17 of this Law;

c) The enterprise ceases its business operation for 01 year without notifying the business registration authority and the tax authority;

d) The enterprise fails to send the report as prescribed at Point c, Clause 1, Article 216 of this Law to the business registration agency within 06 months from the deadline for sending the report or makes a written request;

dd) Other cases according to court decisions or requests of competent agencies as prescribed by law.

2. The Government shall prescribe the order and procedures for revocation of the Certificate of Business Registration.

Article 213. Termination of operation of branches, representative offices and business locations

1. An enterprise's branch, representative office, or business location may terminate its operation under the decision of the enterprise itself or under a decision on revocation of the Certificate of operation registration of the branch or representative office. of the competent state agency.

2. The legal representative of the enterprise and the head of the branch or representative office whose operation is terminated are jointly responsible for the truthfulness and accuracy of the application for termination of the branch or representative office. representative office, business location.

3. Enterprises whose branches have ceased to operate are responsible for performing contracts, paying debts, including tax debts of the branch, and continuing to employ employees or settle all legal benefits for employees. the employee has worked at the branch as prescribed by law.

4. The Government shall detail this Article.

Article 214. Bankruptcy of enterprises

The bankruptcy of enterprises shall comply with the provisions of the bankruptcy law.

Chapter X

TERMS ENFORCEMENT

Article 215. Responsibilities of state management agencies

1. The Government performs the unified state management of enterprises.

2. Ministries and ministerial-level agencies are responsible before the Government for the performance of assigned tasks in the state management of enterprises.

3. Provincial-level People's Committees shall perform the state management of enterprises within their localities.

4. Ministries, ministerial-level agencies and relevant agencies, provincial People's Committees, within the scope of their assigned tasks and powers, are responsible for establishing connection, communication and information sharing with The national enterprise registration database contains the following information:

a) Information about the business license, certificate of business eligibility, practice certificate, certificate or written approval of business conditions granted to the enterprise and the decision on sanctioning the violation; administrative violations of enterprises;

b) Information on the operation and tax payment of the enterprise from the tax report; financial statements of the enterprise;

c) Coordinate and share information on business operations to improve the effectiveness of state management.

5. The Government shall detail this Article.

Article 216. Business registration authority

1. Business registration agencies have the following tasks and powers:

a) Handle the business registration and issue the Certificate of business registration in accordance with the law;

b) Coordinating in building and managing the national information system on business registration; publicize and provide information to state agencies, organizations and individuals upon request in accordance with law;

c) To request enterprises to report on compliance with this Law when deeming it necessary; to urge the enterprise to fulfill its reporting obligations;

d) Directly or request a competent state agency to inspect and supervise the enterprise according to the contents of the enterprise registration dossier;

dd) Take responsibility for the validity of the enterprise registration dossier, not be responsible for the violations of the enterprise occurring before and after the enterprise registration;

e) Handling violations of the law on business registration; revoke the certificate of enterprise registration and request the enterprise to carry out dissolution procedures in accordance with this Law;

g) Other duties and powers as prescribed by this Law and other relevant laws.

2. The Government shall prescribe the organizational system of business registration agencies.

Article 217. Terms enforcement

1. This Law takes effect on January 01, 01.

2. Enterprise Law No. 68/2014/QH13 shall cease to be effective from the effective date of this Law.

3. Replace the phrase "state enterprise" with the phrase "enterprise in which 100% charter capital is held by the State" specified at point m, clause 1, Article 35 and point k, clause 1, Article 37 of the Law on State Budget. country number 83/2015/QH13; Point a, Clause 3, Article 23 of the Law on Irrigation No. 08/2017/QH14, which has been amended and supplemented with a number of articles under the Law No. 35/2018/QH14; Point b, Clause 2, Article 74 of the Civil Procedure Code No. 92/2015/QH13, which has been amended and supplemented with a number of articles under Law No. 45/2019/QH14; Point a, Clause 2, Article 43 of the Law on Management and Use of Weapons, Explosives and Supporting Tools No. 14/2017/QH14 has been amended and supplemented with a number of articles under Law No. 50/2019/QH14; Article 19 of the Law on Denunciations No. 25/2018/QH14; Articles 3, 20, 30, 34, 39 and 61 of the Law on Anti-Corruption No. 36/2018/QH14.

4. The Government shall regulate the registration and operation of business households.

5. Pursuant to the provisions of this Law, the Government shall detail the organization, management and operation of state-owned enterprises that directly serve national defense and security or combine economic with national defense and security. .

Article 218. Transitional provisions

1. Companies that do not have shares or capital contributions held by the State that contribute capital or purchase shares before July 01, 7 are not required to comply with the provisions of Clause 2015, Article 2 of this Law but do not increased cross-ownership ratio.

2. Subjects are enterprise managers, Controllers and authorized representatives who fail to fully satisfy the criteria and conditions specified at Point b, Clause 5, Article 14, Clause 3, Article 64, Clause 3, Article 93. , Clause 3, Article 101, Points a, b and c, Clause 3, Article 103, Point d, Clause 1, Article 155, Point b, Clause 5, Article 162 and Clause 2, Article 169 of this Law, are allowed to continue performing their tasks until the end of time. remainder of the term.

This Law was passed on June 9, 17 by the National Assembly of the Socialist Republic of Vietnam, term XIV, 6th session.

PRESIDENT OF CONGRESS

Nguyen Thi Kim Ngan