Each type of business has its own characteristics that suit different subjects. For a partnership company, this type of company will be suitable for cases where there are many general partners (owners). Recently, LSX legal firm has received a question from a customer: “I have the desire to establish a partnership, but I do not know if this type of business has legal status or not”.
So, in this article, we would like to answer the question: “Does a partnership have legal status in Vietnam?”
Legal grounds
- Law on Enterprise 2020
- Civil Code 2015
Does a partnership have legal status?
The law on Enterprise 2020 defines partnership as:
An enterprise that has at least 02 partners as joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners. A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets, a limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution. A partnership must not issue any kind of securities.
Also, a partnership has the status of a juridical person from the date of issuance of the Certificate of Enterprise Registration.
Why does a partnership have legal status?
The 2015 Civil Code provides for legal status as follows:
Article 74. Juridical persons
- An organization shall be recognized as a juridical person if it meets all of the following conditions:
a) It is legally established as prescribed in this Code and relevant laws;
b) It has an organizational structure prescribed in Article 83 of this Code;
c) It has property independent from other natural and juridical persons and bears liability by recourse to its property;
d) It participates independently in legal relations in its own name. - Every natural or juridical person has the right to establish a juridical person, otherwise provided for by law.
On the other hand, a partnership specified in the Law on Enterprise 2020 means an organization established in accordance with the law (must prepare documents and follow certain procedures); has separate assets (company assets independent from owners’ assets); has an organizational structure, and participates in legal relations on its behalf (a partnership whose legal representative is a general partner).
Partnership meets the conditions to be recognized as a legal entity
- Legally established: This is the type of company permitted to be established and operated by the enterprise law, subject to certain orders and procedures.
- Having a tight organizational structure: When established, a partnership must comply with the law on the company’s organizational structure, including general partners and capital contributors. General partners mean the owners of the company, participating in the management and direct administration of all business activities of the company. Capital-contributing members can only profit from the company’s business activities and do not have any authority in the management of the company.
- Having independent assets from other individuals and organizations: A partnership has independent assets. During normal operation, the partnership uses its own assets to enter into legal relations. Only when property liability arises and the company cannot afford it then the general partners (owners) have to use all of their assets to take responsibility.
- Participating in legal relations on their own behalf: A partnership company, through a representative ( a general partner), participates in legal relations on its own behalf.
Thus, the partnership has fully met the conditions to become an organization with legal status under the provisions of the Civil Code.
Procedures to establish a partnership
Step 1: Prepare dossiers
- Application form for establishment (for the partnership type);
- Charter of the partnership company;
- Personal identification papers of general partners or capital contributors (as individuals): identity card, passport, etc.
- Legal papers related to business registration, operation registration, establishment decision… (for capital contributors as legal entities);
- List of members;
- Authorization document: In case the owner does not directly carry out the procedure.
Step 2: Submit dossiers
Submit the application at the Business Registration Office of the Department of Planning and Investment at the province level where you plan to locate the head office of your Company.
Currently, there are two forms to submit an application:
- Register directly: apply at the “one-stop” department of the Business Registration Office. However, in Hanoi, this method is no longer applied.
- Online business registration: submit your application on the National Business Registration Portal (Address: https://dangkykinhdoanh.gov.vn). After the online application is valid, you will have to go directly to the “one-stop” department to return the scanned copy (hard copy) when submitting it online. However, this method is relatively complicated, requiring you to have skills and knowledge about registering a business account.
Once you have submitted your application, you will receive a receipt for your application. The usual processing time for applications will be 3 working days.
Step 3: Receive result
According to the schedule on the appointment, you return to the “one-stop” department of the Business Registration Office to receive the results. There are two possible scenarios:
- Dossiers valid: You will receive a Certificate of Business Registration as a result and a notification to the tax authorities.
- Dossiers invalid: The Business Registration Office will have a document instructing you to amend the dossiers in accordance with the provisions of the law. After the amendments and supplements to your application according to this guide, then resubmit your application as in Step 2.
Step 4: Post-establishment procedures.
Receiving a Business Registration Certificate is just the first step in putting your company into operation. After that, you have to do the following series of procedures:
- Notice the use of the company’s seal sample.
- Bank account notice (if your company registers a bank account).
- Tax procedures such as license declaration and payment of license fees, Tax on corporate headquarters inspection,…
- Trademark protection (if you need it).
- …
After carrying out these procedures, your Company can go into operation.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Does a partnership have legal status in Vietnam?”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
Related articles
- The current procedure to establish a partnership company in Vietnam
- Legal Issues You Need to Know about Partnerships in Vietnam
- Instructions to convert a Private Enterprise into a Partnership Company in Vietnam
Related questions
A partnership’s assets include:
Firstly, Assets that are contributed by the partners and have been transferred to the company;
Secondly, Assets created under the partnership’s name;
Thirdly, Assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names;
Lastly, Other assets prescribed by law.
Firstly, notice of business suspension;
Secondly, decision of the Board of Members on business suspension;
Thirdly, a copy of the meeting minutes of the Board of Members on business suspension;
Fourthly, power of attorney for individuals to carry out the procedures (if enterprises cannot do it themselves);
Lastly, copy of the company’s business registration certificate (if any).
General partners have unlimited liability. They must take responsibility for all their assets for the business operations of the company. This liability cannot be limited to any member.
Limited partners have limited liability for the business debts of the company.
General partners must not transfer part or all of their contributed capital in the company to another person without the consent of the remaining general partners.
Limited partners have the right to transfer their contributed capital in the company to another person.
Conclusion: So the above is Does a partnership have legal status in Vietnam?. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
