Chương 6 Luật Doanh nghiệp 1999: Doanh nghiệp tư nhân

Chapter VI

PRIVATE ENTERPRISES

Article 99.- Private enterprises

A private enterprise is an enterprise owned by one individual who shall be liable for all activities of the enterprise with all his/her assets.

Article 100.- Investment capital of enterprise owners

1. The investment capital of the owner of a private enterprise shall be declared by himself/herself. The owner of a private enterprise shall have to declare accurately the total investment capital, clearly stating the amounts of capital in Vietnamese dong, in freely convertible foreign currency, in gold or in other assets; for the amount of capital in other assets, the types of asset, quantity and residual value of each type of assets must be clearly stated.

2. All the capital and assets, including borrowed capital and leased assets, used for the business operations of an enterprise shall be recorded fully in its books of accounts and financial statements.

3. In the course of operation, the owner of a private enterprise may increase or reduce his/her capital invested in the business operation of the enterprise. The increase or reduction of the investment capital of the enterprise owner must be recorded fully in the books of account. The owner of a private enterprise may only reduce the investment capital below the registered amount of investment capital after declaring it with the business registration body.

Article 101.- Management of enterprises

1. The owner of a private enterprise has the full power to decide all business activities of the enterprise; and the full power to decide the use of profits after payment of taxes and performance of other financial obligations as stipulated by law.

The owner of a private enterprise may himself or employ other persons to manage and administer the business operations. Where another person is employed as the Director managing the enterprise, the private enterprise owner must declare such with the business registration body and shall still be responsible for all business activities of the enterprise.

2. The owner of a private enterprise shall be the plaintiff, defendant, or person having related rights, obligations and interests in arbitration or court proceedings in disputes relating to the enterprise.

3. The owner of a private enterprise shall be the legal representative of the enterprise.

Article 102.- Lease of enterprises

The owner of a private enterprise may lease his/her whole enterprise provided that a written report and a notarized copy of the lease contract must be submitted to the business registration body and the tax office. During the leasing term, the owner of the private enterprise is still responsible before law in his/her capacity as the owner of the enterprise. The rights and responsibilities of the owner and the lessee with respect to the business activities of the enterprise shall be provided for in the lease contract.

Article 103.- Sale of private enterprises

1. The owner of a private enterprise may sell his/her enterprise to other persons. No later than fifteen days before the date of transfer of the enterprise to the purchaser, the owner of the enterprise shall have to send to the business registration body a written notice. Such notice shall specify the name and head office of the enterprise; the name and address of the purchaser; the total amount of outstanding debts of the enterprise; the name and address of, the amount of the debt and the time of repaying the debt to, each creditor; labor contracts and any other contracts which have been signed but not yet fully performed, and the ways of dealing with such contracts.

2. After the enterprise is sold, the owner of the private enterprise shall still be liable for all debts and other property obligations which have not yet been fulfilled by the enterprise, except where otherwise agreed by the purchaser, the seller and creditors of the enterprise.

3. The purchaser and seller of an enterprise must comply with the provisions of the legislation on labor.

4. The purchaser of an enterprise must re-register the business in accordance with the provisions of this Law.

Article 104.- Suspension of operation

The owner of a private enterprise may suspend the business operation of the enterprise but shall have to notify the business registration body and the tax office of the suspension duration no later than fifteen days before the business operation of the enterprise is suspended. During the suspension of operation, the owner of the enterprise shall have to fully pay the outstanding tax amount and still be liable to creditors and responsible for performing contracts signed with customers and laborers, except otherwise agreed by the owner of the enterprise, the customers and the laborers.