Charter of a partnership in Vietnam

by BichNgoc

Today, LSX Lawfirm will give you an article about: “Charter of a partnership in Vietnam”, as follows:

Law on enterprises 2020

Decree No. 01/2021/ND-CP

Circular No. 01/2021/TT-BKHDT

Application for registration of a partnership in Vietnam

  • Application form for enterprise registration.
  • Then, the company’s charter.
  • List of general partners.
  • Copies of the following documents:

a) Firstly, legal documents of general partners that are individuals; Legal documents of general partners that are organizations; Legal documents of authorized representatives and letters of appointment of authorized representatives.

If a general partner is a foreign organization, copies of legal documents of that organization must be legalized;

b) Secondly, Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment and its guiding documents.

Charter of a partnership in Vietnam

The company’s charter includes the following information:

General provisions

Areas of responsibility

Firstly, General partners are individuals, with professional qualifications and professional reputation, who are responsible with their entire assets for the obligations of the company.

Secondly, if the company has capital-contributing members, the capital-contributing members are only liable for the company’s debts up to the amount of capital contributed to the company.

Name, address and time of operation of the company

Name: Vietnamese (Partnership…, foreign language and initials.

Then, Head office address: House number, street (village, area), ward (commune), city (district), province, etc.

Tel, Fax, Email

Finally, The company has legal status and its operation period is…from the date of issuance of the business registration certificate by the business registration authority.

Business

During its operation, the Company may change its business lines according to the provisions of law. After being approved by the Members’ Council, notified and approved by the business registration authority to add to the enterprise registration file and post it on the national business registration system (unless there is a written of the business registration authority refuses to add to the enterprise registration dossier).

Enterprises must satisfy all business conditions when conducting business in conditional business lines as prescribed by law and ensure to maintain such business investment conditions throughout the course of business operations.

Capital and members

Charter capital

  • Charter capital of the company… VND
  • Contributed capital by the following members:
  • General partners (money, assets), percentage of contributed capital…% of the company’s charter capital, time of capital contribution, date…
  • Then, Capital contributors (money, assets), percentage of contributed capital…% of the company’s charter capital, then time of capital contribution, date…

Company assets include:

  • Assets contributed as capital by members have been transferred to the company’s ownership
  • Assets created in the company’s name
  • Then, assets obtained from business activities performed by general partners on behalf of the company and from business activities of the company performed by general partners on behalf of individuals.
  • Other properties as prescribed by law.

Regulations on company seal

Accordingly, the company has the right to decide on the form, quantity and content of the seal of the enterprise in accordance with the law. The seal shows: Business name, business code, name of the province where the business is located.

ou can also refer to the article about the issue of withdrawing capital from a partnership in Vietnam, conditions on foreign investment capital in Vietnam or Investment Registration Certificate Renewal Service in Vietnam, or Registration of establishment of a partnership in Vietnam.

Capital contribution and issuance of capital contribution certificates of members

Increase and decrease charter capital

Rights and obligations of general partners

Restriction of rights for general partners

Rights and obligations of capital contributors

Restriction of rights for capital contributors

Related questions

What means of partnership company?

A partnership is an enterprise in which:
There must be also at least 02 members who are common owners of the company, doing business together under a common name. In addition to general partners, the company may have additional capital contributors;
General partners must be individuals; be liable with all his assets for the obligations of the company;
Capital contributors are only liable for the debts of the company to the extent of the amount of capital contributed to the company.

Consequences after withdrawing capital?

For general partners: Withdrawal of capital will terminate that person’s status as a general partner. Within 2 years from the date of termination of the general partnership membership. That person is still jointly liable with all his assets for the debts of the company that arose before the date of termination of the membership.
For capital-contributing members: The transfer of all contributed capital will also lose the status of capital-contributing members.
For companies: The partnership company will have to carry out registration procedures to change business contents. The company will have to register for a change in charter capital. At the same time, you must also register to change members.

Contact LSX Lawfirm

Finally, hope this article is useful for you to answer the question about: “Charter of a partnership in Vietnam”, please contact  LSX Law firm : +84846175333 or Email: hoangson@lsx.vn

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