Legislation

Legislation
Decree 102/2010 / ND-CP guiding the Enterprise Law

GOVERMENT
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SOCIAL REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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Number: 102/2010 / ND-CP

Hanoi, October 1, 2010

DECREE

DETAILED GUIDANCE FOR EXECUTION OF A NUMBER OF ARTICLES OF THE BUSINESS LAW

GOVERMENT

Pursuant to the Law on Government Organization dated December 25, 2001;
Pursuant to the November 29, 2005 Enterprise Law;
At the proposal of the Minister of Planning and Investment,

DECREE:

Article 1. Scope

This Decree details the implementation of a number of articles of the Enterprise Law relating to the establishment, management, operation, reorganization and dissolution of enterprises.

Article 2. Subjects of application

Subjects of application of this Decree include:

1. Limited liability companies, joint-stock companies, partnerships and private enterprises, including limited liability companies and joint-stock companies, are converted from enterprises with 100% state capital, enterprises of Party organizations and socio-political organizations, joint-venture enterprises and enterprises with 100% foreign capital (hereinafter referred collectively to as enterprises);

2. Joint-venture enterprises and enterprises with 100% foreign capital shall not re-register according to the Government's Decree No. 101/2006 / ND-CP of September 21, 2006, on re-registration, transformation and publication. signing the investment certificate of foreign-invested enterprises under the provisions of the Enterprise Law and the Investment Law (hereinafter referred to as Decree No. 101/2006 / ND-CP);

3. Business households;

4. Other organizations and individuals involved in the establishment, management and operation, reorganization and dissolution of enterprises.

Article 3. Application of Enterprise Law, international treaties and relevant laws

1. The establishment, management and operation of enterprises shall comply with the provisions of the Enterprise Law; except for the cases specified in Clauses 2 and 3 of this Article.

2. In cases where an international treaty of which the Socialist Republic of Vietnam is a member contains other provisions on dossiers, order, procedures and conditions for establishment, business registration, ownership structure and business autonomy shall comply with the provisions of such international treaties.

3. Where there is a difference between the provisions of the Enterprise Law and the following laws on records, order, procedures and conditions for establishment and business registration; regarding the organizational structure, management and competence of the internal management agencies, business autonomy, restructuring and dissolution of enterprises, the provisions of that law shall apply.

a) Law on Credit Institutions;

b) Petroleum Law;

c) Vietnam Civil Aviation Law;

d) Publishing Law;

d) Press Law;

e) Education Law;

g) Securities Law;

h) Insurance Business Law;

i) Law on Lawyers;

k) Notary Law;

l) The Law amending and supplementing the laws stipulated in this clause and other specific laws approved by the National Assembly after this Decree takes effect.

Article 4. Organization of Party and unions in enterprises

1. Party organizations and mass organizations in enterprises operate within the constitutional framework, law development and organization charters.

2. Enterprises respect and create favorable conditions for the propagation and mobilization of the establishment of Party organizations and mass organizations at enterprises, and admission of those working at enterprises into these organizations.

3. Enterprises create favorable conditions for material facilities, time and other necessary conditions for members of Party organizations and mass organizations to work at enterprises to fully implement the regime of living according to the Statute. and organizational rules.

Article 5. Capital contribution by intellectual property rights

Intellectual property rights used to contribute capital include copyright, rights related to copyright, industrial property rights, rights to plant varieties and other intellectual property rights in accordance with the law. Intellectual property law. Only individuals and organizations that are owners of the above rights may use such assets to contribute capital. The Ministry of Finance guides the valuation of capital contribution by intellectual property rights.

Article 6. Charter capital of the company and number of shares to be issued by the shareholding company

1. The charter capital of a limited liability company with two or more members is the total value of the contributed capital contributed or committed by the members in a specific period and recorded in the company's Charter. .

2. The charter capital of a one member limited liability company is the total value of the capital contributed or committed by the owner in a specific period and recorded in the charter of the company.

3. The time limit for which a member or owner of a company must fully contribute the committed capital to the charter capital stipulated in Clauses 1 and 2 of this Article shall not exceed 36 months from the date of being granted the registration certificate. enterprises or additional registration certificates, membership changes.

4. Charter capital of a shareholding company is the total value of par value of shares issued. Number of issued shares is the number of shares that shareholders have paid enough for the company. At the time of business registration, the charter capital of a joint stock company is the total par value of shares registered by founding shareholders and other ordinary shareholders and recorded in Company rules; These shares must be paid in full within 90 days from the date of issuance of the business registration certificate.

5. Number of shares to be issued by a shareholding company is the number of shares decided by the General Meeting of Shareholders to mobilize additional capital. The number of shares to be issued by a joint stock company at the time of business registration is the total number of shares registered by founding shareholders and other ordinary shareholders at the time of business registration and the number of shares. The part will be issued more within 03 years, after being granted the Business Registration Certificate and recorded in the company's Charter.

Article 7. Lines of business prohibited

1. List of prohibited business lines include:

a) Trading in military weapons, equipment, techniques, military equipment and specialized means of military and police use; military equipment (including badges, insignia, military badges of the army and police), military equipment for armed forces; special components, parts, spare parts, supplies and equipment, specialized technologies for their manufacture;

b) Trading in narcotics of all kinds;

c) Trading in Schedule 1 chemicals (according to the International Convention);

d) Trading in reactionary, depraved, superstitious cultural products or harmful to aesthetic and personality education;

e) Trading in firecrackers;

e) Trading in dangerous toys, games, toys and games harmful to the personality education and health of children or to security, social order and safety;

g) Trading in plants and wild animals, including live animals and their processed parts, which are on the list of international treaties to which Vietnam is a party member and plants, rare and precious animals on the list of those banned from exploitation and use;

h) Trading in prostitution, organizing prostitution, trafficking;

i) Providing services of organizing illegal gambling and gambling in any form;

k) Providing confidential investigation services to infringe upon the interests of the State, legitimate rights and interests of organizations and citizens;

l) Trading in marriage brokerage services with foreign elements;

m) Providing brokerage services to receive fathers, mothers, adopted children and adopted children with foreign elements;

n) Trading all kinds of imported scrap causing environmental pollution;

o) Trading in products, goods and equipment banned from circulation, banned from use or not allowed to circulate and / or use in Vietnam;

p) Other prohibited business lines are regulated in specialized laws, ordinances and decrees.

Article 8. Conditional business lines and business conditions

1. Conditional business lines and business conditions shall comply with the provisions of specialized laws, ordinances and decrees or relevant decisions of the Prime Minister (hereafter referred to as legal specialized law).

2. Business conditions are expressed in the following forms:

a) Business license;

b) Certificate of business eligibility;

c) Practicing certificate;

d) Professional liability insurance certificate;

d) Confirmation of legal capital;

e) Other approvals of competent state agencies;

g) Other requirements that the enterprise must implement or must have are entitled to trade in such business lines without confirmation and approval in any form of competent state agencies.

3. Regulations on types of conditional business lines and business conditions for such branches and trades in legal documents other than legal documents mentioned in Clause 1 of Article These are not enforceable.

Article 9. Business lines must have a practicing certificate

1. Practicing certificates prescribed in Clause 2, Article 7 of the Enterprise Law are documents issued by competent Vietnamese state agencies or professional associations authorized by the State to individuals with professional qualifications. subjects and professional experience in a certain industry or trade.

Practicing certificates issued abroad are not valid for implementation in Vietnam, except where specialized laws or international treaties to which Vietnam is a member contain different provisions.

2. Business lines must have practice certificates and conditions for the issuance of corresponding practice certificates in accordance with relevant specialized laws.

3. For enterprises conducting lines of business, they must have a practicing certificate as prescribed by law, the business registration or additional registration of such business lines must comply with the following regulations:

a) For enterprises dealing in business lines where the law requires the enterprise director or the head of the business establishment to have a practicing certificate, the director of the enterprise or the head of the business establishment must have a practicing certificate.

b) For enterprises conducting lines of business that require the Director and other persons to have a practicing certificate, the Director of that enterprise and at least one professional staff according to the provisions of specialized law. It must have a practicing certificate.

c) For enterprises conducting lines of business where the law does not require the Director or the head of the business establishment to have a practicing certificate, at least one professional officer according to that specialized law. must have a practicing certificate.

Article 10. Business lines must have legal capital

1. Business lines must have legal capital, specific legal capital levels, agencies competent to exercise state management of legal capital, competent agencies and organizations certify legal capital and dossiers , conditions and ways of certifying legal capital shall comply with specialized law provisions.

2. Chairman of the Members' Council or the Chairman of the Company and the Director (General Director) for limited liability companies, the Chairman of the Board of Directors and the Director (General Director) for joint-stock companies. , all partners for private partnerships and private enterprise owners for private enterprises are responsible for the honesty and accuracy of the capital certified as legal capital when they become set up a business. The enterprise is obliged to ensure that the actual charter capital level is not lower than the certified legal capital level throughout the business process of the enterprise.

3. For business registration for establishment of an enterprise dealing in a line of business that requires legal capital, the enterprise registration dossier must be certified by a competent agency or organization certifying its legal capital. Persons directly certifying legal capital jointly bear responsibility for the accuracy and truthfulness of the capital amount at the time of certification.

4. For enterprises registering additional lines of business that require legal capital, no certification of competent agencies or organizations is required to certify legal capital if owners' equity is recorded in the table. summarizing the assets of the enterprise at no more than 3 months from the filing date, greater than or equal to the prescribed legal capital.

Article 11. Business registration rights and conducting business activities

1. Enterprises have the right to actively register their business and business activities, do not need to apply for permission, obtain approval, and consult state management agencies if such business lines:

a) Not belonging to business lines banned from business;

b) Not subject to conditional business lines according to specialized law provisions.

2. For conditional business lines, enterprises shall have the right to trade in such lines of business after they fully meet the prescribed conditions.

If the enterprise conducts business when it fails to meet the prescribed conditions, the Chairman of the Members' Council or the Chairman of the Company and the Director (General Director) shall be responsible for the limited liability company and the Chairman of the Board of Directors. and Director (General Director) for joint stock companies, all partners for partnerships and private enterprise owners for private enterprises must jointly take responsibility law on that business.

3. Except where international treaties to which Vietnam is a member or a specialized law contain other provisions, enterprises established in Vietnam with ownership of foreign investors shall not exceed 49% of the charter capital. apply investment and business conditions as for domestic investors.

4. Except where international treaties of which Vietnam is a member or a specialized law contain other provisions, enterprises established in Vietnam with foreign investors' ownership of more than 49% of the charter capital shall be applied. use of investment and business conditions as for foreign investors.

5. Ownership rates under the provisions of Clauses 3 and 4 of this Article shall apply throughout the process of enterprises conducting investment and business in relevant domains.

Article 12. Right to establish an enterprise

1. All organizations are legal entities, including foreign-invested enterprises in Vietnam, regardless of their registered address of the head office and all individuals regardless of their place of residence and nationality. If not subject to the provisions of Clause 2, Article 13 of the Enterprise Law, they have the right to establish and participate in establishing enterprises in Vietnam in accordance with the Enterprise Law.

2. Each individual shall only be entitled to register for the establishment of a private enterprise or a business household or to be a general member of a partnership, unless otherwise agreed by the other partners. Individual owners of private enterprises or business households or individuals of partnership members have the right to establish and participate in the establishment of one-member limited liability companies and limited liability companies with two or more members. , joint stock company.

3. Investors being foreign organizations and individuals that establish enterprises in Vietnam for the first time shall make investment registration in association with establishment of economic organizations in accordance with the law on investment. In this case, the enterprise is granted an Investment Certificate and a business registration certificate.

4. Foreign-invested enterprises established in Vietnam intending to establish new enterprises in Vietnam shall comply with the following regulations:

a) In cases where a new enterprise is owned by an enterprise with more than 49% of its charter capital owned by a foreign investor or established, it must have an investment project and carry out investment registration in association with the city. establish economic organizations in accordance with the law on investment. In this case, the enterprise is granted an Investment Certificate and a business registration certificate.

b) If a new enterprise is owned by an enterprise with no more than 49% of its charter capital owned by a foreign investor established or participating in the establishment, the establishment of an enterprise shall comply with the provisions of the Enterprise Law. The investment registration in this case applies according to the corresponding regulations for domestic investment projects.

Article 13. Right to contribute capital, buy shares

1. All organizations are legal entities, including foreign-invested enterprises, regardless of the place of head office registration and any individual regardless of nationality and residence, if not subject to The objects stipulated in Clause 4, Article 13 of the Enterprise Law are entitled to contribute capital, buy shares at an unlimited amount at enterprises according to the corresponding provisions of the Enterprise Law, except for the following cases:

a) Foreign investors' ownership in listed companies shall comply with the provisions of the securities law;

b) Foreign investors' ownership ratios in special cases shall comply with the provisions of the laws mentioned in Clause 3, Article 3 of this Decree and other relevant specialized law provisions;

c) Foreign investors' ownership in equitized 100% state-owned enterprises or other ownership changes shall comply with the law on equitization and transformation of enterprises with 100% capital. government;

d) Ownership ratio of foreign investors in service business enterprises in accordance with the Schedule of Specific Commitments on Trade in Services (Appendix of Vietnam's Protocol of WTO Accession).

2. Foreign investors shall contribute capital to a limited liability company or transfer the contributed capital of a member or the owner of the company in accordance with the provisions on capital contribution or transfer of contributed capital and registration. change membership according to the corresponding provisions of the Enterprise Law and relevant laws.

The registration of membership changes for companies which have been granted investment certificates shall be carried out at competent state agencies in charge of investment management.

Registration of membership changes in other cases is done at the business registration body.

3. Foreign investors purchase new shares to be issued, transfer shares in accordance with regulations on share purchase, share transfer and shareholders registration or registration for change of shareholders in accordance with relevant regulations. of the Enterprise Law and related laws.

In case of receiving share capital of founding shareholders stipulated in Clause 3, Article 84 or receiving share transfer of founding shareholders prescribed in Clause 5, Article 84 of the Enterprise Law, they must register to change shareholders founding under the provisions of the Enterprise Law at the business registration agency or the state agency competent to manage investment.

Article 14. Prohibition of state agencies and units of the people's armed forces to use the State's capital and properties to contribute capital, buy shares and establish enterprises for their own profits

1. State agencies and units of the people's armed forces are strictly forbidden to use State assets and public funds to set up enterprises, contribute capital and buy shares of enterprises to make profits for the agencies separately. , unit yourself.

2. State assets and public funds prescribed in this Article include:

a) Assets procured with state budget capital and capital originated from the state budget;

b) Funds allocated from the state budget;

c) Land allocated for use to perform functions and tasks as prescribed by law;

d) Other assets and income generated from the use of the above assets and funds.

e) Funds funded by foreign governments, organizations and individuals.

3. Giving separate benefits to agencies and units is the use of income in any form obtained from business activities, capital contribution or share purchase at least for one of the following purposes:

a) Divide in all forms for some or all officials and employees of agencies and units;

b) To supplement the operating budget of agencies and units in contravention of law provisions on the state budget;

c) Setting up a fund or supplementing the fund to serve the interests of agencies and units.

Article 15. Additional guidance on the Director (General Director) and members of the Board of Directors

1. Directors (General Directors) of joint-stock companies and limited liability companies with two or more members must meet the following criteria and conditions:

a) Having full capacity for civil acts and not being prohibited from establishing and managing enterprises stipulated in Clause 2, Article 13 of the Enterprise Law;

b) A shareholder who is an individual owning at least 5% of the common shares (for a shareholding company), a member being an individual owning at least 10% of the charter capital (for limited liability companies. ) or another person must have professional qualifications or practical experience in business administration or in the main business line of the company.

In case the company's Charter stipulates standards and conditions different from the standards and conditions stipulated in this point, the standards and conditions prescribed by the company Charter shall apply;

c) For a subsidiary of a company with a share of capital or shares of the State accounting for more than 50% of the charter capital, in addition to the criteria and conditions stipulated in points a and b of this clause, the Director (General director) of a subsidiary must not be a spouse, father, adoptive father, mother, adoptive mother, children, adopted children or siblings of the parent company manager and the representative of the state capital. at that subsidiary.

2. Directors (General Directors) of one member limited liability companies must have the following criteria and conditions:

a) Having full capacity for civil acts and not being prohibited from establishing and managing enterprises stipulated in Clause 2, Article 13 of the Enterprise Law;

b) Having relevant professional qualifications and experience in business administration or in major business lines of the company, unless otherwise provided by the company's Charter;

c) If the company owner is a state agency or an enterprise with more than 50% of state ownership, in addition to the criteria and conditions stipulated in points a and b of this clause, the Director (General Director) ) must not be spouse, father, adoptive father, mother, adoptive mother, child, adopted child or sibling of the head or deputy head of the state agency and the representative of the capital state at that company.

3. Members of the Board of Directors of a shareholding company must have the following criteria and conditions:

a) Having full capacity for civil acts, not being prohibited from establishing and managing enterprises prescribed in Clause 2, Article 13 of the Enterprise Law;

b) A shareholder being an individual who owns at least 5% of the total number of ordinary shares or shareholders owning less than 5% of the total shares, who are not shareholders must have professional qualifications or experience in the business management or in the main business lines of the company.

In case the company charter stipulates standards and conditions different from the standards and conditions stipulated in this point, the standards and conditions stipulated by the company's Charter shall apply.

4. If the company charter does not provide otherwise, the chairman of the Members' Council, the chairman of the company, the chairman of the board of management and the director (general director) of a company may cum chairman of the council. Member, Chairman of the Company, Chairman of the Board of Directors or Director (General Director) of another company, except where the Director (General Director) of a joint stock company is not concurrently a Director (General Director) governor) another company under Clause 2 Article 116 of the Enterprise Law.

Article 16. Authorization of the legal representative of an enterprise

1. The legal representative of an enterprise must reside in Vietnam; In case of being absent from Vietnam for more than 30 days, he / she must authorize in writing another person to exercise the rights and duties of the legal representative of the enterprise.

2. In cases where the authorization time limit expires but the legal representative of the enterprise has not returned to Vietnam and 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 within the scope of authorization until the legal representative of the enterprise returns to work. work at the enterprise;

b) The authorized person continues to exercise the rights and obligations of the legal representative of a limited liability company, a shareholding company, a partnership within the scope of authorization until The legal representative of the company returns to work at the company or until the Members' Council, the company owner, the Board of Directors, the Board of members of the partnership decide to appoint another person to do so. legal representative of the enterprise.

3. In case of being absent in Vietnam for more than 30 days without authorizing another person to exercise the rights and duties of the legal representative of the enterprise, the Members' Council and the company owner, the Council Management, Board of Members of partnerships appoint others to act as legal representatives of the company.

Article 17. Establishment of branches and representative offices of foreign-invested enterprises

Foreign-invested enterprises established under the Investment Law and the Enterprise Law or registered for conversion under the provisions of law may set up branches and representative offices outside their head offices. The establishment of a branch is not necessarily accompanied or concurrent with the implementation of investment procedures in accordance with the law on investment. Dossiers, order and procedures for registration of operation of branches and representative offices shall comply with the corresponding provisions of the Enterprise Law and the registration of operation of branches and representative offices shall be carried out at home offices. the competent authority on investment management.

Article 18. Capital contribution and rights and obligations related to the contribution of capital to limited liability companies with two or more members.

1. Members must contribute capital fully and on schedule as committed in the Member List. If the capital contribution is made more than once, the time limit for the last capital contribution of each member shall not exceed 36 months from the date the company is granted the business registration certificate or additional registration certificate. , change of membership and each time of capital contribution, a certificate of capital contribution of that capital contribution is issued.

2. Within 15 days after each installment of capital contribution, the legal representative of the company must report the results of capital contribution progress to the business registration body.

In case the legal representative does not notify the results of the schedule of capital contribution as prescribed, the Chairman of the Members' Council or the Director (General Director) or the member who owns the largest capital contribution in the company has the right to on behalf of the company, report the results of capital contribution progress.

3. Within the time limit of not yet contributing enough capital as committed, the member has the number of votes and is divided into profits corresponding to the ratio of actually contributed capital, unless otherwise prescribed by the company's Charter.

4. After the last commitment period, if there is still a member who has not contributed capital, the member who has not contributed capital to the company under the commitment is no longer a member of the company and has no transfer rights. the right to contribute that capital to others; unpaid capital shall be handled according to the provisions of Clause 5 of this Article.

5. Within 90 days from the date of commitment to make the final capital contribution, the unpaid amount of capital shall be handled in the following order of priority:

a) The remaining members receive part or all of the unpaid capital according to the ratio of capital contributed to the company;

b) One or more members receive a full contribution;

c) Mobilize more people to contribute the unpaid capital.

6. Within 15 days from the end of the 90-day period specified in Clause 5 of this Article, the company's legal representative must report the results of capital contribution and registration progress into company member. Application for membership registration in this case includes:

a) Request for membership change registration;

b) Notifying the results of capital contribution schedule or copy, certified by the company, the capital contribution certificate of the members;

c) Member list.

7. Within 5 working days from the date of receipt of the full dossier stipulated in this clause, the business registration body must register and grant the registration of membership change for the company.

In case of a member or an authorized representative of a non-signing member in the list of members stipulated at Point c, Clause 6 of this Article, the business registration body shall notify the above-mentioned list to the relevant members and ask them to confirm in writing about their contributed capital within 15 days from the date of receiving the notice. The notice must be submitted in a way that ensures that the relevant member receives that notice. Past this time limit, if the written certification of the related member is not received, the business registration body registers to change the member at the request of the company. In case the member does not sign the list of members who have written confirmation against the amount of contributed capital stated in the list of members, the business registration body refuses to grant the membership registration change.

8. In cases where the actually contributed capital amount made under Clause 5 of this Article is still lower than the total committed capital amount, the business registration body registering the contributed capital amount is the company's charter capital when performing. procedures for registration of a member change according to the provisions of Clause 6 of this Article; members who have not yet contributed enough capital according to their commitments must bear joint responsibility equivalent to the unpaid capital amount of debts and other financial obligations of the company arising before registering member changes under Clause 6 of Article this.

9. The business registration body has the right to inspect the results of the capital contribution schedule at the request of one or several members owning a capital contribution of at least 25% of the charter capital of the company. The results of checking the progress of capital contribution of the business registration body are used to determine the number of votes and profit distribution in accordance with the provisions of Clause 3 of this Article and make registration documents for membership change according to stipulated in Clause 6 of this Article.

Article 19. Member's right to sue against the Chairman of the Members' Council and the Director (General Director)

1. Members may themselves or on behalf of companies initiate civil lawsuits against the Chairman of the Members' Council and the Director (General Director) in the following cases:

a) The Chairman of the Members' Council and the Director (General Director) do not properly exercise the assigned rights and duties; not implementing, not fully and promptly implementing the decision of the Members' Council; exercise the assigned rights and duties in contravention of law provisions or the company's Charter;

b) The Chairman of the Members' Council and the Director (General Director) have used the information, know-how, business opportunities of the company for personal benefits or for the benefit of other organizations and individuals;

c) The Chairman of the Members' Council and the Director (General Director) have abused their position, position and assets of the company for their own interests or for the benefit of other organizations and 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 legislation.

Article 20. Additional guidance on a number of rights and obligations of members of limited liability companies

1. In case an individual is a member of a limited liability company being temporarily detained, detained, sentenced to imprisonment or deprived of his right to practice by the Court for committing the crime of smuggling, counterfeiting or illegal business, Tax evasion, deception of customers and other crimes in accordance with law, such member authorizes another person to join the Board of members to manage the company.

2. For a limited liability company with two members, if any member is an individual acting as the legal representative of the company temporarily detained, detained, escaped from his / her place of residence, lost or restricted. to enforce civil act capacity or be deprived of the right to practice by the Court for committing the crimes of smuggling, counterfeiting, illegal business, tax evasion, deception of customers and other crimes according to law provisions, The remaining member is automatically the legal representative of the company until a new decision of the Members' Council on the legal representative of the company.

3. In case the company does not buy back the contributed capital, cannot repay the contributed capital to be redeemed or cannot reach an agreement on the price for redemption of contributed capital as stipulated in Article 43 of the Enterprise Law, the member requests Acquiring companies have the right to transfer their contributed capital to others. In this case, the transfer is not required to comply with the provisions of Article 44 of the Enterprise Law.

Article 21.- Signatures of members and representatives of members in the minutes of meetings of the Members' Council

  1. According to the provisions of Point c, Clause 2, Article 53 of the Enterprise Law, all members and representatives of the attending members must sign the minutes of the Members' Council meeting. In case the resolution of the Members 'Council has been approved in accordance with the provisions of Articles 51 and 52 of the Enterprise Law, but the member or representative of the minority member refuses to sign the minutes of the Members' Council meeting, the word Signing to certify their attendance is considered their signature at the meeting of the Members' Council meeting.

2. Clause 1 of this Article shall apply similarly to the signatures of members of the Board of Directors of joint-stock companies specified at Point i, Clause 1, Article 113 of the Enterprise Law.

Article 22. Number of authorized representatives to join the Members' Council or attend the General Meeting of Shareholders

1. If the company's Charter does not provide otherwise, then:

a) An organization that is a member of a limited liability company owning at least 35% of its charter capital may appoint no more than three representatives to participate in the Members' Council;

b) An organization that is a shareholder of a joint stock company with at least 10% of the total number of ordinary shares has the right to authorize up to three people to attend the General Meeting of Shareholders.

2. Number of members of the Members' Council of a one member limited liability company is an organization decided by the company owner.

Article 23. Founding shareholders

1. A founding shareholder is a person who contributes equity capital, participates in developing, approving and signing the first charter of a joint-stock company.

2. A newly established joint-stock company must have at least three founding shareholders; joint-stock companies converted from enterprises with 100% state capital or from limited liability companies or divided, separated, consolidated or merged from other joint-stock companies do not necessarily have founding shareholders.

In the absence of a founding shareholder, the charter of a shareholding company in an enterprise registration dossier must be signed by the legal representative or ordinary shareholders of that company.

3. The founding shareholders must jointly register to buy at least 20% of the total ordinary shares to be issued at the time of enterprise registration. Founding shareholders and ordinary shareholders at the time of enterprise registration must fully pay the shares registered for purchase within 90 days from the date the company is granted the business registration certificate. Within this period, the number of votes of shareholders is calculated according to the number of ordinary shares registered to buy.

4. Within 15 days from the last day, the shareholders stipulated in Clause 3 of this Article must pay all the registered shares, the company must notify the results of the registered capital contribution. business registration agency.

5. If a shareholder fails to pay the full amount of shares registered for purchase within 90 days from the date the company is granted the business registration certificate, the following provisions shall apply:

a) Shareholders who have not paid the registered shares will no longer be shareholders of the company and may not transfer the right to buy such shares to others;

b) Shareholders who only pay a part of the registered shares will have the right to vote, receive dividends and other rights corresponding to the paid shares; may not transfer the right to purchase unpaid shares to others;

c) If shareholders do not pay the full amount of shares registered for purchase, the remaining shares shall be handled in accordance with the provisions of Clause 3, Article 84 of the Enterprise Law within 90 days from the last day of the stock. east must pay the full amount of shares registered to buy; At the same time, the company must register the change of founding shareholders in accordance with clause 6 of this Article.

6. The company must register the change of founding shareholders within 7 working days from the end of the 90-day time limit specified at Point c, Clause 5 of this Article. Dossiers of registration for change of founding shareholders include:

a) Request for registration of change of founding shareholders;

b) A copy of the shareholder register certified by the company;

c) List of supplement and amendment of founding shareholders.

Within 5 working days from the date of receipt of complete dossiers, the business registration agency shall register the change of founding shareholders.

7. In case there is a founding shareholder, the representative of the founding shareholder does not sign the List of supplement and amendment of founding shareholders, the business registration body shall notify the supplement and amendment list. winter founders to relevant shareholders and asked them to confirm the accuracy of the paid shares within 15 days from the date of receiving the notice. Notice must be sent by ensuring that the relevant shareholders must receive the notice.

After the above 15 days without receiving the written confirmation of the relevant founding shareholders, the business registration agency shall register the change of founding shareholders at the request of the company. In case of a shareholder concerned in writing against the accuracy of the contents of the list of founding shareholders, the business registration body refuses to register the change of founding shareholders.

8. The business registration body has the right to check the share capital contribution results at the request of one or a group of shareholders owning at least 10% of the company's charter capital. The result of checking the share capital contribution is used to set up a register of shareholders, making a list of founding shareholders, issuing shares to shareholders and other necessary documents of the company.

9. After 3 years from the date of issuance of the first Enterprise Registration Certificate, if the number of shares issued under Clause 4, Article 84 of the Enterprise Law is not sold out, the company must register adjusted to reduce the amount of issued capital equal to the number of issued shares. Joint-stock companies must not increase the number of shares to be issued when the existing shares are not sold out.

10. Restrictions on the transfer of shares of founding shareholders stipulated in Clause 5, Article 84 of the Enterprise Law only apply to the number of shares registered to buy at the time of the first business registration and contributed within the time limit. 90 days from the date of issuance of the Business Registration Certificate.

Article 24. Offering of shares

1. Joint stock companies offer shares for sale in one of the following methods:

a) Through mass media, including the internet;

b) Offering for one hundred or more investors, excluding professional securities investors;

c) Offering for an unspecified number of investors;

d) Offering for less than one hundred identified investors.

2. Dossiers, order, procedures and conditions for offering shares shall comply with relevant provisions of the securities law.

3. After the end of the share offering, the company registers its charter capital in accordance with the Enterprise Law and Decree No. 43/2010 / ND-CP dated April 15, 2010 of the Government on registration. enterprise.

Article 25. Right to sue against members of the Board of Directors, Director (General Director)

1. Shareholders, groups of shareholders owning at least 1% of common shares for a period of 06 months have the right to request the Supervisory Board to sue civil liability for members of the Board of Directors, Director (General Director) in the following cases:

a) The members of the Board of Directors, the Director (General Director) do not perform the rights and duties assigned; failing to implement, incomplete or incomplete decisions of the Managing Board's decisions; exercise the assigned rights and duties in contravention of law provisions, company charters or resolutions of the General Meeting of Shareholders;

b) Members of the Board of Directors, Director (General Director) have used information, know-how, business opportunities of the company for their own interests or to serve the interests of other organizations and individuals;

c) The members of the Board of Directors, the Director (General Director) have abused their position and position and assets of the company for their own interests or for the benefit of other organizations and individuals;

d) Other cases as prescribed by law and the company's Charter.

2. Within 15 days from the date of receiving the petition for initiation of a lawsuit by a shareholder or a group of shareholders stipulated in Clause 1 of this Article, the Control Board must reply in writing to confirm receipt of the petition. and proceed with the lawsuit proceedings as required.

3. If the Supervisory Board does not initiate a lawsuit according to the provisions of Clause 2 of this Article or in a joint-stock company without a Control Board, the shareholder or group of shareholders stipulated in Clause 1 of this Article may directly initiate suing members of the Board of Directors, Director (General Director).

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

Article 26. Some issues related to the General Meeting of Shareholders

1. Shareholders may attend the General Meeting of Shareholders in one of the following forms:

a) Directly attend the General Meeting of Shareholders;

b) Send votes by registered mail to the Board of Directors at least 01 day before the opening of the meeting. In this case, the head of the vote counting committee of the General Meeting of Shareholders has the right to open the vote of that shareholder;

c) Authorize others to attend the General Meeting of Shareholders. If an organization shareholder does not have an authorized representative as stipulated in Clause 3, Article 96 of the Enterprise Law, authorizing another person to attend the General Meeting of Shareholders.

2. In case the attending shareholder is a related person without voting rights and resolutions of the General Meeting of Shareholders on that matter, it shall be adopted when there is at least 65% or 75% of the total votes cast. respectively according to the provisions of Points a and b, Clause 3, Article 104 of the Enterprise Law.

Article 27. Effect of resolutions and decisions of the General Meeting of Shareholders, Members' Council and Board of Directors

1. If the Charter of the company does not provide otherwise, resolutions and decisions of the General Meeting of Shareholders, the Members' Council, the Board of Management takes effect from the date of approval or from the effective date. specified in that resolution and decision.

2. In case a shareholder, a group of shareholders, a member of the Members' Council or a member of the Board of Directors requests to initiate a lawsuit or directly initiate a lawsuit against the adopted resolution or decision, the resolution or decision The decision to be sued still continues to be enforced until the Court or Arbitrator has another decision.

Article 28. Publicizing relevant persons and their transactions with the company

If the company's Charter does not stipulate otherwise, the disclosure of related persons and their transactions with the company shall comply with the following provisions:

1. The company must gather and update the list of relevant persons of the company in accordance with the provisions of Clause 17, Article 4 of the Enterprise Law and their respective transactions with the company; This list must be kept at the company's headquarters; In case of necessity, a part or all of the above-mentioned list may be kept at the company's branches;

2. All shareholders, managers, members of the Supervisory Board of the company and their authorized representatives have the right to view, extract and copy part or all of the contents of the List during working hours.

3. The company must create conditions for the persons mentioned in Clause 2 of this Article to access, view, extract and copy the list of relevant persons of the company and other contents in the fastest, most convenient way. No one has the right to prevent or cause difficulties to them in exercising the right to access information specified in Clause 2 of this Article.

Article 29. Election of votes

1. The method of accruing votes specified at Point c, Clause 3, Article 104 of the Enterprise Law shall apply to all joint-stock companies, including listed companies, except where the law on securities is available. other rule.

2. Before and during the General Meeting of Shareholders, shareholders have the right to jointly form a group to nominate and accumulate votes for their nominated people.

3. The number of candidates that each group has the right to nominate depends on the number of candidates decided by the Congress and the share ownership percentage of each group. If the company's Charter does not stipulate otherwise or the General Meeting of Shareholders does not decide otherwise, the number of candidates that the groups have the right to nominate is as follows:

a) A shareholder or a group of shareholders owning from 10% to less than 20% of the total voting shares is entitled to nominate a maximum of one candidate;

b) A shareholder, a group of shareholders owning from 20% to less than 30% of the total voting shares is entitled to nominate 2 candidate at the maximum;

c) A shareholder or a group of shareholders owning from 30% to less than 40% of the total voting shares is entitled to nominate 3 candidate at the maximum;

d) A shareholder or a group of shareholders owning from 40% to less than 50% of the total voting shares is entitled to nominate up to four candidates;

d) Shareholders, groups of shareholders owning from 50% to less than 60% of the total voting shares are entitled to nominate up to five candidates;

e) A shareholder or a group of shareholders owning from 60% to less than 70% of the total voting shares is entitled to nominate up to six candidates;

g) Shareholders, groups of shareholders owning from 70% to less than 80% of the total number of voting shares are entitled to nominate up to seven candidates;

h) Shareholders, groups of shareholders owning from 80% to less than 90% of the total voting shares are entitled to nominate up to eight candidates.

In case the number of candidates is nominated by shareholders, a group of shareholders is lower than the number of candidates that they are entitled to nominate, the remaining number of candidates shall be decided by the Board of Directors or Supervisory Board or other shareholders. sent.

4. The elected members of the Board of Directors or members of the Supervisory Board shall be determined according to the number of votes from high to low, starting from the candidate with the highest number of votes until sufficient number of members defined in the company's Charter. In case there are two or more candidates with the same number of votes for the last member of the Board of Directors or the Supervisory Board, they will re-elect among the candidates with equal votes or choose according to election criteria or company charter.

Article 30. Additional guidance on meetings of the Board of Directors

1. The meeting of the Managing Board according to the first summons is conducted when there are three-quarters or more of the total members attending the meeting.

2. If the meeting convened under Clause 1 of this Article does not have enough members attending the meeting as prescribed, then it shall be convened for the second time within 15 days after the intended meeting of the first meeting. In this case, the meeting is conducted if more than half of the Board members attend the meeting.

Article 31. Conversion of one member limited liability company into a limited liability company with two or more members

1. The conversion of a 100% state-owned limited liability company into a limited liability company with two or more members shall comply with separate regulations of the Government.

2. A one member limited liability company (except for the case specified in Clause 1 of this Article) is converted into a two-member limited liability company when the company owner has fully contributed the capital. company as committed. The company is converted according to the following method:

a) The owner of the company assigns, donates or donates part of his / her ownership in the company to one or several others;

b) The company mobilizes additional capital from one or several others.

The value of contributed capital, transferred, donated or additionally mobilized capital corresponding to the above-said conversion method must be at the market price, the price shall be determined according to the asset method, the discounted cash flow method or other method. .

3. Within 15 working days from the date the owner of the company assigns, donates or donates part of his ownership in the company to one or several other people or the company mobilizes additional capital or capital undertaking to contribute from one or more other people, the company sends or submits a conversion dossier at the business registration office or the state agency competent to manage investment has granted an investment certificate. The dossiers and order of procedures for conversion shall comply with the corresponding provisions of the Government's Decree No. 43/2010 / ND-CP of April 15, 2010, on business registration.

Within 5 working days from the date of receipt of the conversion dossier, the business registration body or the state agency in charge of investment management has the authority to re-issue the business registration certificate or investment certificate. corresponding.

4. The converted company naturally inherits all legitimate rights and interests, takes responsibility for debts, including tax debts, labor contracts and other obligations of the converted company.

5. Within 07 working days from the date of issuance of the business registration certificate or investment certificate stipulated in Clause 3 of this Article, the business registration body or the competent state agency investment reason must notify the relevant state agencies as prescribed in Clause 1, Article 27 of the Enterprise Law; at the same time delete the name of the converted company in the business register.

Article 32. Conversion of a shareholding company or a limited liability company with two or more members into a one member limited liability company

1. A joint stock company or a limited liability company with two or more members may convert into a one member limited liability company by the following method:

a) A shareholder or member receives transfer of all shares, corresponding capital contribution portions of all other shareholders and members;

b) A shareholder or member who is a legal entity receives an investment capital contribution equal to the entire shares or capital contribution portions of all other shareholders or members;

c) An organization or individual who is not a member or a shareholder receives a transfer or receives investment capital by the total number of shares or contributed capital of all shareholders or members of the company.

2. The transfer or receipt of investment capital contributions by shares or contributed capital portions prescribed in Clause 1 of this Article must comply with market prices, prices determined according to asset methods, discounted cash flow methods or methods. another method.

3. Within a time-limit of fifteen (15) working days from the date a shareholder or a member receives a transfer as stipulated in points a, clause 1 of this Article or receives an investment capital contribution stipulated in point b, clause 1 of this Article or another person who receives the transfer or receives investment capital as stipulated in Point c, Clause 1 of this Article, the company submits or submits a conversion dossier at the business registration office where the registered enterprise or state agency has Investment management authority has granted Investment Certificate. The dossier of conversion shall comply with the corresponding provisions of the Government's Decree No. 43/2010 / ND-CP of April 15, 2010, on enterprise registration.

Within 5 working days from the date of receipt of the conversion dossier, the business registration body or the state agency competent to manage investment shall re-issue the business registration certificate or the first certificate. private.

4. The converted company naturally inherits all legitimate rights and interests, takes responsibility for debts, including tax debts, labor contracts and other obligations of the converted company.

5. Within 07 working days from the date of issuance of the business registration certificate or investment certificate stipulated in Clause 3 of this Article, the business registration body or the competent state agency investment reason must notify relevant state agencies as stipulated in Clause 1, Article 27 of the Enterprise Law; at the same time delete the name of the converted company in the business register.

Article 33. Conversion of limited liability companies into joint-stock companies

1. For 100% state-owned limited liability companies converted into joint-stock companies, the provisions of law on the transformation of state companies into joint-stock companies shall be complied with.

2. Limited liability companies may convert into joint stock companies by the following method:

a) Converting into joint-stock companies without mobilizing other people to contribute share capital, not selling existing shares to others;

b) Conversion into a joint stock company combined with public offering of securities;

c) Conversion into a joint stock company in conjunction with offering shares to less than 100 identified investors.

3. For limited liability companies converted into joint-stock companies by offering securities to the public, the conditions for conversion, the order, procedures and conditions for securities offering shall comply with the provisions of securities law.

4. Within 05 working days from the date of receipt of the conversion dossier, the business registration body or the state agency in charge of investment shall re-issue the business registration certificate or investment certificate. corresponding; at the same time, revoke the Enterprise Registration Certificate, the Investment Certificate issued to the converted company. The dossier of conversion shall comply with the corresponding provisions of the Government's Decree No. 43/2010 / ND-CP of April 15, 2010, on enterprise registration.

5. The converted company naturally inherits all legal rights and interests, is responsible for the debts, including tax debts, labor contracts and other obligations of the converted company.

6. Within 07 working days from the date of issuance of the business registration certificate or investment certificate stipulated in Clause 4 of this Article, the business registration body or the competent state agency investment reason must notify the relevant state agencies as prescribed in Clause 1, Article 27 of the Enterprise Law; at the same time delete the name of the converted company in the business register.

Article 34. Major contents of the application for conversion

The application for conversion specified in Articles 31, 32 and 33 of this Decree must contain at least the following contents:

1. Company name converted;

2. Name of transformation company (if the company intends to change its name when converting);

3. Head office address, telephone number, fax number, email transaction address (if any);

4. Business lines;

5. Current charter capital and charter capital after mobilizing additional contributed capital or shares;

6. Form of conversion;

7. Full name, permanent address, identity card number, or passport number of the legal representative of the company;

8. Other contents as prescribed in Clauses 5 and 6, Article 21 of the Enterprise Law.

Article 35. Contents of Enterprise Registration Certificates or contents of business registration in Investment Certificates apply to conversion cases

The business registration certificate for converted companies under the provisions of Articles 31, 32 and 33 of this Decree has the following principal contents:

1. Name of the converted company, number and date of issuance of the business registration certificate or investment certificate, charter capital;

2. Name of the converted company, number and date of issuance of the business registration certificate or investment certificate;

3. Address of head office, branch, representative office; phone number, fax number and email address (if any) of the conversion company;

4. The charter capital of the transformed company for a limited liability company, the number of shares and value of shares sold, and the number of shares to be offered for sale to joint-stock companies;

5. Business lines;

6. Full name, permanent address or temporary residence address (for foreigners), nationality, identity card number, passport (for foreigners) or legal personal certification other of the legal representative of the company;

7. Other contents specified in Clause 3, Article 25 of the Enterprise Law.

Article 36. Transformation of private enterprises into limited liability companies

1. Private enterprises may convert into limited liability companies under decisions of private enterprise owners if they meet the following conditions:

a) Meeting all conditions specified in Article 24 of the Enterprise Law;

b) The owner of a private enterprise must be the owner of the company (in case of conversion into a single member limited liability company or individual) (in case of conversion into a responsible company. finite two or more members);

c) The owner of a private enterprise undertakes in writing to take personal responsibility with all his assets for all unpaid debts of the private enterprise and commits to pay all debts when due. ;

d) The owner of a private enterprise has a written agreement with the parties to the unpaid contract that the limited liability company may receive and implement such contracts;

d) The owner of a private enterprise commits in writing or has a written agreement with other capital-contributing members on the reception and use of the existing labor of the private enterprise.

2. Within 10 working days after receiving the dossier, the business registration agency shall consider and grant the enterprise registration certificate if it meets all the conditions prescribed in Clause 1 of this Article. In case of refusal, it must reply in writing, clearly stating the reasons and guiding the requests for amendments and supplements. The dossier of conversion shall comply with the corresponding provisions of the Government's Decree No. 43/2010 / ND-CP of April 15, 2010, on enterprise registration.

3. Within 07 working days from the date of issuance of the Business Registration Certificate as stipulated in Clause 2 of this Article, the business registration body or the state agency competent to manage investment must inform report to the concerned state agencies according to the provisions of Clause 1, Article 27 of the Enterprise Law; and at the same time delete the name of the transformed private enterprise in the business register.

Article 37. Joint-venture enterprises and enterprises with 100% foreign capital have not yet been re-registered under the Government's Decree No. 101/2006 / ND-CP

1. The organization of internal management and operation of enterprises shall comply with the provisions of the enterprise charter; In case the Charter does not stipulate, the relevant provisions of the Enterprise Law and the guiding documents shall apply.

2. There are corresponding rights and obligations under the provisions of the Enterprise Law, Investment Law and other relevant laws in the implementation of business activities within the scope of business lines stated in the Investment License.

Article 38. Additional guidance on economic groups

1. An economic group includes a group of large-scale companies with independent legal status, formed on the basis of gathering and linking through investment, capital contribution, merger, acquisition, reorganization or other forms of association; long-term attachment to each other in terms of economic, technological, market and other business services to form a business complex with two or more levels of business in the form of parent company - subsidiary company.

2. The economic group has no legal person status, does not have to register business according to the provisions of the Enterprise Law. The organization of the group's operations is decided by the companies themselves.

3. The parent company is organized in the form of a joint-stock company or a limited liability company, meeting the conditions specified in Clause 15, Article 4 of the Enterprise Law. Subsidiaries are organized in the form of a joint stock company or limited liability company in accordance with the Enterprise Law or related laws.

The parent company, subsidiaries and other companies constituting the economic group have the rights, obligations and organizational structure to manage and operate in accordance with the form of enterprise organization in accordance with the Enterprise Law. , relevant laws and company charter.

4. The phrase "corporation" may be used as an auxiliary component constituting the name of the parent company, in accordance with the provisions of Article 31 to Article 34 of the Enterprise Law on enterprise naming.

5. The Ministry of Finance shall guide the consolidated financial reporting regime and supervise the financial activities of economic groups and the group of parent companies - subsidiaries of economic groups.

The Ministry of Industry and Trade guides the monitoring of economic groups, parent companies - subsidiaries of economic groups to implement regulations on restraint of competition, preventing abuse of market dominance or abuse. Exclusive location.

Article 39. Supervision of business registration agencies for the order and procedures for conducting meetings and decisions of the General Meeting of Shareholders

1. Shareholders and groups of shareholders stipulated in Clause 2, Article 79 of the Enterprise Law have the right to request the business registration agency or state agencies competent to manage investment to supervise the order and procedures of million practice, conduct meetings and make decisions of the General Meeting of Shareholders as they convene under the provisions of Clause 6, Article 97 of the Enterprise Law.

2. The proposal must be in writing and must have at least the following main contents:

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

b) Number and date of issuance of the business registration certificate;

c) List of shareholders, group of shareholders requesting to convene the General Meeting of Shareholders, including full name (for individuals), name and address of head office (for legal entities), number of common shares information and ownership rate, date and shareholder registration number in the register of shareholders;

d) Reasons for convening the General Meeting of Shareholders, the time and place of the meeting;

d) Signature of all shareholders, the group of shareholders convening the meeting;

3. The proposal stipulated in Clause 2 of this Article must be accompanied by:

a) The written request for the Board of Directors and the Supervisory Board to convene a meeting of the General Meeting of Shareholders as stipulated in Point c, Clause 3, Article 97 of the Enterprise Law.

b) Invitation letter for the General Meeting of Shareholders;

c) Meeting agenda and meeting materials.

4. The business registration agency or the state agency competent to manage investment shall appoint a representative to supervise the General Meeting of Shareholders if it receives a sufficient dossier in terms of quantity and contents in Clauses 2 and 3 of Article This is at least 03 days before the meeting and shareholders, the group of shareholders convening the meeting has registered in the register of shareholders of the company and has enough ownership ratio as stipulated in Clause 2, Article 79 of the Enterprise Law.

5. Representatives of business registration agencies or state agencies competent to manage investment shall supervise the order and procedures for conducting meetings and making decisions of the General Meeting of Shareholders on issues belong to the meeting agenda in accordance with the Enterprise Law and guiding documents.

At the request of the chairman, the representative of the business registration body or the state agency competent to manage investment may present instructions on procedures and procedures for conducting the meeting and voting, if considered necessary.

6. One day after the closing date of the General Meeting of Shareholders, the representative of the business registration agency or the state agency in charge of investment must have a written report on the results of supervision of the meeting, and send it to company and at the same time saved in the company's business registration file. The report must contain a judgment on the legality of the order and procedures for conducting the meeting.

Article 40. Dissolution of enterprises

1. Enterprises are dissolved in the cases prescribed in Clause 1, Article 157 of the Enterprise Law, their Investment Certificates as stipulated in Article 68 of Decree No. 108/2006 / ND-CP are revoked on September 22 In 2006, the Government shall detail and guide the implementation of a number of articles of the Investment Law or be declared dissolved by the Court.

2. The order and procedures for dissolution and liquidation of enterprise assets comply with the provisions of Clauses 1 thru 4, Article 158 of the Enterprise Law.

3. Within 7 working days from the date of dissolution of the enterprise and all debts owed by the enterprise, the legal representative of the enterprise shall send a dossier to dissolve the enterprise to the agency. business registration or competent state authority on investment management. Dossiers of dissolution of enterprises stipulated in Clause 5, Article 158 of the Enterprise Law include:

a) Decision on dissolution or decision to revoke the enterprise registration certificate, decision to revoke the investment certificate or the Court's decision declaring dissolution of the enterprise;

b) List of creditors and paid debts, including payment of all tax debts and social insurance premiums;

c) The list of existing employees and workers' rights has been resolved;

d) Certification of the tax authority on the completion of tax obligations;

d) The police's written certification of the cancellation of the seal;

e) Business registration certificate or investment certificate.

4. Members of the Managing Board of joint-stock companies, members of the Members' Council of limited liability companies, company owners, owners of private enterprises, directors or general directors, general partners responsibility for honesty and accuracy of business dissolution records.

5. In case of an inaccurate or forged dissolution dossier, the persons defined in Clause 4 of this Article must jointly bear the unpaid debts, the unpaid tax amounts and the laborers' interests. be settled and take personal responsibility before the law for the consequences arising within 03 years from the date of submitting the dossier of dissolution of the enterprise to the business registration agency or the competent state agency. investment reason.

6. The dissolution of enterprises and economic organizations established and operating under the provisions of the provisions of Clause 3, Article 3 of this Decree shall comply with the law provisions on such specialties.

Article 41. Termination of branch operations

1. A branch of an enterprise may terminate its operation according to the decision of the enterprise itself or under a decision of the competent state agency to withdraw its branch operation certificate.

2. Dossiers of termination of branch operations include:

a) The decision of the enterprise on branch operation termination or decision on revocation of branch operation certificate of a competent state agency;

b) List of creditors and unpaid debts, including tax debts of branches and social insurance premiums;

c) The list of employees and their respective current interests;

d) Operation registration certificate of the branch;

d) The police agency's certification on the cancellation of the branch's seal.

3. The legal representative of the enterprise and the director of the dissolved branch shall bear joint responsibility for the truthfulness and accuracy of the dossier of branch termination.

4. Enterprises with branches that have terminated their operations shall be responsible for performing contracts, paying debts, including tax debts of their branches and continuing to employ laborers or settle lawful interests for The employee worked at the branch in accordance with the law.

5. Within 07 working days from the date of receipt of complete dossier of branch termination as prescribed in Clause 2 of this Article, the business registration agency or competent state agency managing investment Delete the branch name in the branch operation register.

Article 42. Implementation effect

1. This Decree takes effect from November 15, 2010.

2. This Decree replaces the Government's Decree No. 139/2007 / ND-CP of September 5, 2007, detailing the implementation of a number of articles of the Enterprise Law.

Article 43. Organization of implementation

Ministers, heads of ministerial-level agencies, heads of government-attached agencies and presidents of People's Committees of provinces and centrally-run cities and subjects of application of the Decree shall implement the Decree. /.

Recipients:
- Party Central Committee Secretariat;
- Prime Minister, Deputy Prime Ministers;
- Ministries, ministerial-level agencies, agencies under the CP;
- Central Steering Committee on anti-corruption;
- People's Council, People's Committees of provinces and cities directly under the Central Government;
- Central Office and Party Committees;
- Office of the President;
- National Council and Committees of the National Assembly;
- Congress office;
- Supreme People's Court;
- People's Procuratorate of the Supreme;
- State Audit;
- National Financial Supervisory Committee;
- Social Policy Bank;
- Vietnam Development Bank;
- Vietnam Fatherland Front Central Committee;
- Central agencies of unions;
- Government Office: BTCN, PCN, Portal TTT, Departments, Departments, units, Official Gazette;
- Save: Letter, ĐMDN (5b).

TM. GOVERMENT
PRIME MINISTER

 

Nguyen Tan Dung

HUNG DAO LAW FIRM

Address no.01: 220 National Road 13, ward 26, Binh Thanh District, Ho Chi Minh City

Address no.02: 320 Ta Quang Buu, ward 4, District 8, Ho Chi Minh City

Website: luathungdao.com

Email: info@luathungdao.com

Phone: 098 2425 456 - 0938 669 199 - 090 252 4567