Chapter I
GENERAL PROVISIONS
Article 1.- Governing scope
1. This Law prescribes the establishment, management organization and operation of enterprises of various types: limited liability companies, joint-stock companies, partnerships and private enterprises.
2. State-owned enterprises and enterprises of political organizations or socio-political organizations, upon being converted into limited liability companies or joint-stock companies, shall be subject to this Law. The Government shall stipulate the rules and procedures for such conversion.
Article 2.- Application of the Law on Enterprises and relevant laws
The establishment, management organization and operation of enterprises on the Vietnamese territory shall comply with this Law and other relevant legislation.
Where a difference exists on the same issue between this Law and a specialised law, the provisions of the specialised law shall apply.
Article 3.- Interpretation of terms
In this Law, the following terms shall be construed as follows:
1. "Enterprise" means an economic organization having its own name, assets and a fixed transaction office, and having business registration as prescribed by law in order to conduct business operations.
2. "Business" means the conduct of one, several or all of the stages of the investment process, from production to sale of products or provision of services on the market for profits.
3. "Regular dossiers" means the dossiers comprising all the papers as required by this Law, having complete and true contents as required by law.
4. "Capital contribution" means the transfer of assets into a company so as to become the owner or a joint owner of the company. Assets used for capital contribution may be in Vietnamese currency, freely convertible foreign currency, gold, value of land use rights, value of intellectual property, technology, technical know-hows, or other assets recorded in the Charter of the company as being contributed by the members to form the capital of the company.
5. "Contributed capital share" means the ratio of capital contributed by the owner or the joint owners of the company to the charter capital.
6. "Charter capital" means the amount of capital contributed by all members and stated in the Charter of the company.
7. "Legal capital" means the minimum amount of capital required by law for the establishment of an enterprise.
8. "Voting capital" means the amount of capital contribution entitling the owner to vote on matters decided by the Members’ Council or the General Assembly of Shareholders.
9. "Dividend" means the amount paid from the profits of the company for each share annually.
10. "Founding member" means a person involved in approving the first Charter of the company. "Founding shareholder" means a founding member of a joint-stock company.
11. "Partnership member" means a partner who is liable for the obligations of the company with all his/her assets.
12. "Manager of an enterprise" means the owner of a private enterprise, the partner of a partnership, a member of the Members’ Council, chairman of a company, a member of the Board of Management, Director (General Director) and other key managerial positions as stated in the Charter in case of a limited liability company or a joint-stock company.
13. "Reorganization of an enterprise" means the division, separation, merger, consolidation and conversion of an enterprise.
14. "Related person" means persons related to each other in the following cases:
a/ Parent enterprise and subsidiary enterprises;
b/ An enterprise and a person or a group of persons being able to control its decision making process and operations through the management bodies of the enterprise;
c/ An enterprise and its manager;
d/ A group of persons who agree to hold together the shares of intributed capital, shares or interests in a company or to control the decision-making process of the company;
e/ Husband, wife, father, adoptive father, mother, adoptive mother, children, adopted children, siblings of the manager of an enterprise, member of a company, shareholder holding a controlling share.
Article 4.- The State’s guarantees for enterprises and their owners
1. The State recognizes the long-term existence and the development of types of enterprise provided for in this Law, ensures the equality of enterprises before law, and recognizes the lawful profit-making nature of business activities.
2. The State recognizes and protects the ownership over assets, investment capital, income and other lawful rights and interests of enterprises and their owners.
3. The lawful assets and investment capital of enterprises and their owners shall not be nationalized or expropriated by administrative measures.
Where it is really necessary for the reason of national defense or security and in the national interest, the State decides to acquire or requisition the assets of an enterprise, the owner or joint owners of the enterprise shall be paid or compensated at the market price determined at the time of the decision of acquisition or requisition and will be given favorable conditions to invest and conduct business in the appropriate field or area.
Article 5.- Vietnamese Communist Party organizations, Trade Unions and other socio-political organizations in enterprises
Vietnamese Communist Party organizations in enterprises shall operate in accordance with the Constitution, the laws and the regulations of the Vietnamese Communist Party.
Trade union organizations and other socio-political organizations in enterprises shall operate in accordance with the Constitution and the laws.
Article 6.- Lines of business
1. As prescribed by law, an enterprise may autonomously register and conduct lines of business other than those stipulated in Clauses 2, 3 and 4 of this Article.
2. Lines of business detrimental to national defense, security, social order and safety, historical, cultural and ethical traditions, Vietnamese fine customs and traditions and the people’s health are prohibited. The Government shall publish the list of prohibited lines of business.
3. Where a law, an ordinance or a decree prescribes conditions for the conduct of a line of business, an enterprise may only conduct such line of business if it satisfies all the prescribed conditions.
4. Where a law, an ordinance or a decree requires an amount of legal capital or a practicing certificate for a line of business, an enterprise may only register such line of business if it has sufficient capital or a practicing certificate as required by law.
Article 7.- Rights of an enterprise
As prescribed by law, an enterprise operating under this Law shall have the rights to:
1. Possess, use and dispose of its assets;
2. Take initiative in selecting lines of business and areas for investment, the form of investment including joint venture with or capital contribution to other enterprises as well as in expanding the scope and lines of business;
3. Take initiative in seeking markets and customers and signing contracts;
4. Select the form and way of mobilizing capital;
5. Conduct import and export business;
6. Recruit, employ and use labor in accordance with business requirements;
7. Conduct business autonomously, apply modern and scientific management methods in order to raise the efficiency and competitiveness;
8. Refuse and report any demand by any individual, body or organization for supply of any resources not prescribed by law, except for voluntary contributions for public-interest or humanitarian purposes;
9. Other rights as provided for by law.
Article 8.- Obligations of an enterprise
An enterprise operating under this Law shall have the obligations to:
1. Conduct business strictly in accordance with the registered lines of business;
2. Open accounting books, make entries in accounting books, invoices, vouchers and prepare financial statements truly and accurately;
3. Register, declare and pay taxes and perform other financial obligations as provided for by law;
4. Ensure the goods quality in accordance with the registered standards;
5. Declare and periodically report fully and accurately the information regarding the enterprise and its financial stituation with the business registration body; promptly correct the information with the business registration body upon detection of inaccurate, incomplete or falsified declaration or report of information;
6. Give priority to the employment of domestic labor, to ensure rights and interests of laborers as prescribed by the labor legislation; respect the rights of trade union organizations in accordance with the trade unions legislation;
7. Comply with law provisions on national defense, security, social order and safety, protection of natural resources and the environment, protection of historical and cultural relics and places of interests;
8. Fulfill other obligations as prescribed by law.
Tìm kiếm
Luật Doanh nghiệp 1999 (Bản Word)