Chương VI Luật doanh nghiệp 2005: Doanh nghiệp tư nhân

Chapter VI

PRIVATE ENTERPRISES

Article 141.- Private enterprises

1. A private enterprise is an enterprise owned by an individual who is liable for all of its operations with his/her entire property.

2. Private enterprises shall not be allowed to issue any type of securities.

3. Each individual may only establish one private enterprise.

Article 142.- Investment capital of enterprise owners

1. The investment capital of the owner of a private enterprise shall be registered by the owner himself/herself. The owner shall be obliged to register exactly the total amount of investment capital, in which the amounts in Vietnam dong, in freely convertible foreign currency, of gold and other assets shall be specified; for capital in other assets, the type, quantity and residual value of such assets must be clearly stated.

2. All capital and assets including borrowed capital and leased property, once used for business operations of the enterprise, must be fully reflected in accounting books and financial statements of the enterprise as provided for by law.

3. In the course of business, the owner of a private enterprise may increase or reduce his/her investment capital in business operations of the enterprise, which shall be reflected in accounting books. Where the remaining capital after reduction is lower than the registered investment capital, the owner may do so only after registering such reduction with the business registration office.

Article 143.- Management of private enterprises

1. The owner of a private enterprise has the full decision-making power on any business operation of the enterprise, the use of its profits after payment of taxes and fulfillment of other financial obligations according to the provisions of law.

2. The owner of a private enterprise may directly manage and run business operations of the enterprise or employ another person to do so. Where the latter is the case, the owner must register it with the business registration office while still taking full responsibility for all business operations of the enterprise.

3. The owner of a private enterprise shall act as plaintiff, defendant or person with related interests and obligations before arbitration tribunals or courts in all disputes related to the enterprise.

4. The owner shall act as the representative-at-law of the enterprise.

Article 144.- Leasing of private enterprises

The owner of a private enterprise may lease his/ her entire enterprise, provided he/she shall report in writing thereon to the business registration office and the tax agency and such report shall be enclosed with a notarized copy of the leasing contract. During the lease term, the owner of such private enterprise shall remain liable before law in the capacity as its owner. Rights and responsibilities of the owner and the lessee with respect to business operations of the enterprise shall be defined in the leasing contract.

Article 145.- Sale of private enterprises

1. The owner of a private enterprise may sell his/her enterprise to another person. At least fifteen days before the date of transfer of the enterprise, the owner shall notify in writing the business registration office of the transfer. The notice shall specify the name and head office of the sold enterprise; name and address of the buyer; total amount of outstanding debts of the enterprise; name, address, and the amount of debt of each creditor, the date of payment to each creditor; labor contract and other contracts that have been concluded but not yet completed and methods of settlement of such contracts.

2. The owner, after selling his/her enterprise, shall still be liable for all debts and other property liabilities of the enterprise that have not been paid off, unless otherwise agreed by the buyer, the seller, and the creditors.

3. The seller and the buyer of a private enterprise must observe the provisions of law on labor.

4. The buyer of a private enterprise must reregister the business according to the provisions of this Law.