Chương III Luật doanh nghiệp 2014: Công ty trách nhiệm hữu hạn

Chapter III

LIMITED LIABILITY COMPANY

Section 1: MULTI-MEMBER LIMITED LIABILITY COMPANY

Article 47. Multi-member limited liability company

1. Multi-member limited liability company is a enterprise where:

a) Members are organizations and/or individuals; the number of members does not exceed 50;

b) Members are liable for debts and other liabilities of the enterprise up to the value of capital they contribute to the enterprise, except for the case in Clause 4 Article 48 of this Law.

c) Stakes of members shall be transferred in accordance with Articles 52, 53, and 54 of this Law.

2. A multi-member limited liability company has a legal status from the issuance date of the Certificate of Business registration.

3. Multi-member limited liability companies must not issue shares.

Article 48. Capital contribution to company establishment and issuance of certificate of capital contribution

1. Charter capital of a multi-member limited liability company upon business registration is the total value of capital contribution to the company promised by the members.

2. Every member must contribute capital properly in terms of sufficiency and type of assets as agreed within 90 days from the day on which the Certificate of Business registration is issued. Company’s members may only contribute assets other than the promised assets it such assets are approved by the majority of other members. After the said deadline, each member has the rights and obligations proportional to their promised capital contribution.

3. In case a member fails to contribute capital or fails to fully contribute capital by the deadline mentioned in Clause 2 of this Article:

a) The member who fails to contribute capital as promised is obviously no longer a company’s member;

b) The member who fails to fully contribute capital as promised shall have the rights proportional to his/her contributed capital;

c) The right to contribute capital of the member who fails to contribute capital shall be offered under a decision of the Board of members.

4. If a member fails to contribute capital or fails to fully contribute capital as agreed, the company shall register a change to charter capital and the member’s stake holding within 60 days from the deadline for making sufficient capital contribution prescribed in Clause 2 of this Article. Any member who fails to contribute capital or fails to fully contribute capital as agreed shall take responsibility up to the value of promised capital contribution for the company’s financial obligations incurred before the day on which the company registers the changes to the charter capital and its members’ stakes.

5. When a member fully contributes capital, the company shall issue a Certificate of capital contribution to such member. The certificate of capital contribution shall contains:

a) The enterprise’s name, ID number, and headquarter address;

b) The enterprise’s charter capital;

c) Full name, permanent residence, nationality, ID/passport number if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization;

d) The member’s stake and value thereof;

dd) Number and date of issue of certificate of capital contribution;

e) Full name and signature of the company’s legal representative.

6. In case a certificate of capital contribution is lost, damaged, or otherwise destroyed, its holder shall has it reissued in accordance with the procedures provided for by the company’s charter.

Article 49. Member register

1. The company shall make a member register as soon as the Certificate of Business Registration is issued. The member register shall contain:

a) The enterprise’s name, ID number, and headquarter address;

b) Full names, permanent residences, nationalities, ID/passport numbers of members being individuals; names, establishment decision numbers or company ID numbers, headquarter addresses of members being organizations;

c) Stakes and values thereof; date of capital contribution, types of contributed assets; quantity and value of each type of assets contributed by each member;

d) Signatures of members being individuals or legal representatives of members being organizations;

dd) Numbers and dates of issue of certificates of capital contribution of every member.

2. The member register shall be kept at the company’s headquarter.

Article 50. Rights of members

1. Participate in meetings of the Board of members; discuss, propose, votes for the issues within the competence of the Board of members.

2. Cast a number of votes that is proportional to the member’s stake, except for the case in Clause 2 Article 48 of this Law.

3. Receive a proportion of profits that is proportional to the member’s stake after the company has settled all taxes and fulfilled other financial obligations as prescribed by law.

4. Receive a proportion of remaining assets that is proportional to the member’s stake after the company is dissolved or goes bankrupt.

5. Has the preemptive right to contribute additional capital when the company’s charter capital is increased.

6. Dispose of his/her own stake by transfer part or all of it, give, donate or otherwise in accordance with law and the company’s charter.

7. File a lawsuit against the President of the Member assembly, Director/General Director, legal representative, or another manager in accordance with Article 72 of this Law, whether single-handedly or on behalf of the company.

8. Except for the case in Clause 9 of this Article, any member or group of members that owns at least 10% of the charter capital (or a smaller amount prescribed by the company’s charter) shall have the additional rights below:

a) Request meetings of the Board of members to resolve issues within its competence;

b) Inspect, examine books and monitors transactions, accounting books, and annual financial statements;

c) Inspect, examine, copy the member register, meeting minutes, Resolutions of the Board of members, and other documents of the company.

d) Request the Court to annul the resolution of the Board of members within 90 days from the ending date of the meeting if the procedures, conditions for meeting, or contents of such resolution are not correct or not conformable with this Law and the company’s charter.

9. If a company’s member owns more than 90% of charter capital and the company’s charter does not provide for a smaller rate as prescribed in Clause 8 of this Article, the group of other members shall naturally have the rights prescribed in Clause 8 of this Article.

10. Other rights prescribed by this Law and the company’s charter.

Article 51. Obligations of member

1. Contribute capital fully and punctually; take liability for the debts and other liabilities of the company up to the value of capital contributed, except for the cases in Clause 2 and Clause 4 Article 48 of this Law.

2. Do not withdraw contributed capital in any shape or form, except for the cases in Articles 52, 53, 54, and 68 of this Law.

3. Comply with the company’s charter.

4. Comply with resolutions and decisions of the Board of members.

5. Take personal responsibility when committing the following acts on behalf of the company:

a) Violations of law;

b) Business operations or transactions that do not serve the company’s interests and cause damage for other persons;

c) Payment of undue debts while the company is facing financial risk.

6. Fulfill other obligations prescribed by this Law.

Article 52. Repurchasing stakes

1. Every member is entitled to request the company to repurchase his/her stake if such member votes against the resolution of the Board of members on:

a) Amendments to the company’s charter that are related to rights and obligations of members and/or the Board of members;

b) Company restructuring;

c) Other cases prescribed by the company’s charter.

The request for repurchase of a stake must be made in writing and sent to the company within 15 days from the day on which the Resolution is ratified as prescribed in this Clause.

2. When such a request is made as prescribed in Clause 1 of this Article, if an agreement on the price is not reached, the company shall repurchase the member’s stake at the market price or at a price determined according to the company’s charter within 15 days from the day on which the request is received. The payment shall only be made if the company is still able to repay its debts and settle other liabilities after paying for the stake.

3. If the company does not repurchase the stake as prescribed in Clause 2 of this Article, the member is entitled to transfer his/her stake to another member or a person other than members.

Article 53. Transferring stakes

1. Except for the case in Clause 3 Article 52, Clause 5 and Clause 6 Article 54 of this Law, every member of multi-member limited liability company are entitled to transfer part or all of his/her stake to another person as follows:

a) Offer the stakes to other members in proportion to their stakes in the company under the same conditions;

b) Only transfer the stake under the same conditions applied other members prescribed in Point a of this Clause to persons other than members if the members do not buy or do not buy completely within 30 days from the offering date.

2. The transferring member still has the rights and obligations to the company in proportion to his/her stake until information about the buy mentioned in Points b, c and d Clause 1 Article 49 of this Law is written on the member register.

3. If the transfer or change of the stake causes the company to have only one member, the company shall be converted into a single-member limited liability company and register the business registration changes within 15 days from the day on which the transferred is finished.

Article 54. Settlement of stakes in some special cases

1. If a member being an individual dies, his/her inheritor according to the will or law shall be the company’s member. If a member being an individual is declared missing by court, his/her asset management according to civil law shall be the company’s member.

2. If a member becomes legally incompetent, his/her rights and obligations shall be performed by his/her guardian.

3. A member’s stake shall be transferred or repurchased by the company in accordance with Article 52 and Article 53 of this Law in the following cases:

a) The inheritor does not wish to become a member;

b) The recipient mentioned in Clause 5 of this Article is not accepted by the Board of members as a member;

c) The member is an organization that has been dissolved or bankrupt.

4. If a member being an individual dies without an inheritor, the inheritor renounces the inheritance or is disinherited, such stake shall be settled in accordance with civil law.

5. A member is entitled to give part or all of his/her stake to another person.

The recipient is the member’s spouse, parent, child, or a person within three ranks of inheritance, is naturally the company’s member. If the recipient being another person shall only become the company’s member if accepted by the Board of members.

6. If the member uses his/her stake to pay debts, the recipient is entitled to use such stake to:

a) Become a company’s member if accepted by the Board of members; or

b) Offer and transfer it in accordance with Article 53 of this Law.

Article 55. Organizational structure

A multi-member limited liability company has a the Board of members, a the Chairperson of the Board of members, a Director/General Director. Every multi-member limited liability company that has 11 members or more shall establish a the Control Board; a company with fewer than 11 members may also establish a the Control Board if necessary for the business administration. Rights, obligations, standards, requirements, and conditions of the Control Board and Chief of the Control Board shall be provided for in the company’s charter.

Article 56. The Board of members

1. The Board of members consists of all company’s members and is the supreme decision-making body of the company. The frequency of meetings of the Board of members shall be specified by the company’s charter. Nevertheless, there must be at least one meeting per year.

2. The Board of members has the following rights and obligations:

a) Decide the annual business plan and development strategy of the company;

b) Decide the increase or decrease of charter capital; decide the time method for raising additional capital;

c) Decide development investment projects of the company;

d) Decide solutions for market development; marketing, technology transfers; ratifying contracts for taking loans, granting loans, selling assets of which the value is equal to or higher than 50% of total asset value written in the latest financial statement (or a smaller rate or value prescribed by the company’s charter);

dd) Elect, dismiss the Chairperson of the Board of members; decide the designation of, dismissal of, conclusion and termination of contracts with the Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

e) Decide the salaries, bonuses, and other benefits for the Chairperson of the Board of members, Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

g) Ratify annual financial statements, plans for use and distribution of profit, or plans for loss settlement of the company;

h) Decide the company’s organizational structure

i) Decide establishment of subsidiaries, branches, and representative offices;

k) Amend the company’s charter;

l) Decide the company restructuring;

m) Decide the dissolution or petition for bankruptcy of the company;

n) Other rights and obligations prescribed by this Law and the company’s charter.

3. If an individual being a member of a limited liability company is detained, imprisoned, or derived for the right to practice by the Court as prescribed by Criminal Code, such member may authorize another person to participate in the Board of members of the company.

Article 57. Chairperson of the Board of members

1. The Board of members shall elect a member as the Chairperson. The Chairperson of the Board of members may concurrently hold the position of the company’s Director/General Director.

2. The Chairperson of the Board of members has the following rights and obligations:

a) Prepare the agenda and operation plan of the Board of members;

b) Prepare the agenda, contents, documents of meetings of the Board of members or for absentee voting;

c) Convene and chair meetings of the Board of members or organize the absentee voting;

d) Carry out or organize supervision of implementation of Resolutions of the Board of members;

dd) Sign Resolutions of the Board of members on behalf of the Board of members;

e) Other rights and obligations prescribed by this Law and the company’s charter.

3. The term of office of a the Chairperson of the Board of members shall not exceed 05 years. The Chairperson of the Board of members may be re-elected without term limit.

4. If the Chairperson of the Board of members is absent or incapable of performing his/her rights and obligations, he/she may authorize another member in writing to perform rights and obligations of the Chairperson of the Board of members in accordance with the company’s charter. If no member is authorized, one of the members of the Board of members shall convene a meeting to elect one of the members to temporarily perform rights and obligations of the Chairperson of the Board of members under the majority rule.

Article 58. Meetings of the Board of members

1. The Board of members shall be convened at the request of the Chairperson of the Board of members or a member or group of member prescribed in Clause 8 and Clause 9 Article 50 of this Article. Every meeting of the Board of members must be held at the company’s headquarter, unless otherwise prescribed by the company’s charter.

The Chairperson of the Board of members shall prepare the agenda, documents, and convene meetings of the Board of members. Members may propose additional contents to the agenda in writing. The proposal must contain:

b) The full name, permanent residence, nationality, ID/passport number of if the member is an individual; name, establishment decision number or company ID number, headquarter address if the member is an organization; full name, signature of the member or the member’s authorized representative;

b) Proportion of stake, number and date of issue of the certificate of capital contribution;

c) Additional contents;

d) Reasons.

The Chairperson of the Board of members must accept the proposal and change the agenda if such proposal is valid and sent to the company’s headquarter at least 01 working day before the meeting date; if a proposal is put forward right before the meeting, it shall be accepted if the majority of the attending members approve.

2. Invitations to meetings of the Board of members may be made in writing, by phone, fax, or another electronic medium as prescribed by the company’s charter, and sent directly to each member of the Board of members. The invitation must specify the time, location, and contents of the meeting.

The agenda and documents must be sent to the company’s members before the meeting takes place. Documents related to amendments to the company’s charter, approval of the company’s development orientation, approval of annual financial statements, restructuring or dissolution of the company must be sent to the members at least 07 days before the meeting date. Time limits for sending other documents shall be prescribed by the company’s charter.

3. In case the Chairperson of the Board of members fails to convene a meeting of the Board of members at the request of a member/group of member prescribed in Clause 8 and Clause 9 Article 50 of this Law within 15 days from the day on which the request is received, such member/group of member shall convene the meeting.

4. Unless otherwise prescribed by the company’s charter, the convention of a meeting of the Board of members prescribed in Clause 3 of this Article must be made in writing and contain the following information:

a) Full names, permanent residences, nationalities, ID/passport numbers of members being individuals; names, establishment decision numbers or company ID numbers, headquarter addresses of members being organizations; proportion of stake, number and date of issue of the certificate of capital contribution of each member that makes the request;

b) Reasons for convening the meeting and issues that need solving;

c) Intended agenda;

d) Full names and signatures of every member that makes the request or their authorized representatives.

5. If the request for convention of a meeting of the Board of members does not contain sufficient information as prescribed in Clause 4 of this Article, the Chairperson of the Board of members shall send a written notification to the member/group of member within 07 working days from the day on which the request is received.

In other cases, the Chairperson of the Board of members shall convene a meeting of the Board of members within 15 days from the day on which the request is received.

In case the Chairperson of the Board of members fails to convene a meeting of the Board of members as prescribed, the Chairperson shall be personally responsible for the damage to the company and relevant members. In this case, the member/group of members that makes the request is entitled to convene a meeting of the Board of members. Reasonable expenditures for the convention and organization of the meeting of the Board of members shall be reimbursed by the company.

Article 59. Conditions and formalities of meetings of the Board of members

1. A meeting of the Board of members shall be convened when it is attended by a number of members that hold at least 65% of charter capital; the specific ratio shall be prescribed by the company’s charter.

2. If the conditions for holding a meeting of the Board of members prescribed in Clause 1 of this Article are not satisfied, the second meeting shall be held as follows unless otherwise prescribed by the company’s charter:

a) The second meeting shall be held within 15 days from the intended date of the first meeting. The second meeting shall be held when it is attended by a number of members that hold at least 50% of example;

b) If the conditions for holding the second meeting of the Board of members prescribed in Point a Clause 2 of this Article are not satisfied, the third meeting shall be held within 10 working days from the intended date of the second meeting. In this case, the meeting of the Board of members shall be held regardless of the number of attending members and the amount of charter capital held by the attending members.

3. Members, authorized representatives of members shall attend and casts votes at meetings of the Board of members. Meeting formalities and voting methods shall be prescribed by the company’s charter.

4. The duration of a meeting session may be extended where necessary to complete the agenda. Nevertheless, the duration must not exceed 30 days from the beginning date.

Article 60. Resolutions of the Board of members

1. The Board of members shall ratify the Resolutions within its competence through voting at the meeting, absentee voting, or another voting method prescribed by the company’s charter.

2. Unless otherwise prescribed by the company’s charter, the following issues shall be resolved through voting at the meeting of the Board of members:

a) Amendments to the company’s charter prescribed in Article 25 of this Law;

b) The company’s development orientation;

c) Election, dismissal of the Chairperson of the Board of members; designation, dismissal of Director/General Director;

d) Approval for the annual financial statement;

dd) Restructuring or dissolution of the company.

3. Unless otherwise prescribed by the company’s charter, the Resolution of the Board of members shall be ratified at the meeting in the following cases:

a) It receives a number of votes that represents at least 65% of total stakes of attending members, except for the case in Point b of this Clause;

b) In case of a decision to sell assets of which the value is ≥ 50% of total asset value according to the latest financial statement (or a smaller ratio prescribed by the company’s charter; in case of amendments to the company’s charter; in case of restructuring or dissolution of the company, the resolution must receives a number of votes that represents at least 75% of total stakes of attending members

4. A member is considered to have attended and cast votes at the meeting of the Board of members when such person:

a) Attend and directly vote at the meeting;

b) Authorize another person to attend and cast votes at the meeting;

c) Attend and cast votes through online meeting, cast electronic votes or use another electronic medium;

d) Send votes to the meeting by post, fax, or email.

5. A Resolution of the Board of members shall be ratified in the form of absentee voting if this method is approved by a number of members that holds at least 65 % of charter capital. The specific ratio shall be prescribed by the company’s charter.

Article 61. Minutes of meetings of the Board of members

1. Meetings of the Board of members must be recorded in writing, audio recordings, or other electronic media of recordings.

2. The minutes of the meeting must be completed and ratified right before the end of the meeting. The minutes must have the following content:

a) Time, location, purposes, agenda of the meeting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that attend the meeting; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that do not attend the meetings;

c) The issues discussed and voted; summary opinions of members about each issue;

d) Total number of valid votes, invalid votes, affirmative votes, and negative votes for each issue.

dd) The decisions ratified;

e) Full names and signatures of the minutes maker and the chair of the meeting.

3. The minutes maker and the chair of the meeting are jointly responsible for the accuracy and truthfulness of the meeting minutes.

Article 62. Procedures for ratifying Resolutions of the Board of members by absentee voting

Unless otherwise prescribed by the company’s charter, the procedures for absentee voting to ratify a Resolution shall be as follows:

1. The Chairperson of the Board of members decides to collect absentee ballots from members of the Board of members to cast to ratify the issues within its competence;

2. The Chairperson of the Board of members shall organize the drafting, sending of reports on the issues that need deciding, the Draft Resolution, and absentee ballots to members of the Board of members;

3. The absentee ballot shall contain:

a) Name, enterprise ID number, headquarter address;

b) The full name, address, Nationality, ID/passport number, stake holding of the member;

c) The issues and responses in the following order: in favour, against, and abstentions;

d) Deadline for submitting the absentee ballot;

dd) Full name and signature of the Chairperson of the Board of members.

An absentee ballot that contains sufficient information, bears the signature of the member, and is sent to the company by the deadline is considered valid;

4. The Chairperson of the Board of members shall organize the vote counting, make a vote counting report, notify the result and the ratified decisions to members within 07 working days from the deadline for submitting the enquiry form. The report on vote counting result is as valuable as the minutes of meeting of the Board of members and must contain the following information:

a) Purposes and the issue of the absentee voting;

b) Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that submit valid absentee ballots; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives that do not submit absentee ballots or that submit invalid absentee ballots;

c) The issues that need voting; summary opinions of members about each issue (if any);

d) Total number of valid absentee ballots, invalid absentee ballots, unsubmitted absentee ballots; total number of valid forms with assenting opinions, those with dissenting opinions with regard to each issue;

dd) The decisions ratified and the corresponding ratio of votes;

e) Full name and signature of the counter and the Chairperson of the Board of members. The counter and the Chairperson of the Board of members are jointly responsible for the accuracy and truthfulness of the report on vote counting result.

Article 63. Effect of Resolution of the Board of members

Unless otherwise prescribed by the company’s charter, the Resolution of the Board of members shall be effective from the day on which it is ratified or from its effective date written therein.

In case a member/group of member request the Court or arbitral tribunal to annul a ratified Resolution, it is still effective until the decision of the Court or arbitral tribunal comes into force.

Article 64. Director/General Director

1. The Director or General Director of a company is the person who administer the everyday business operation of the company and is responsible to the Board of members for the performance of his/her rights and obligations.

2. The Director/General Director has the following rights and obligations:

a) Organize the implementation of Resolutions of the Board of members;

b) Decide the issues related to the company’s everyday business operation;

c) Organize the implementation of the company’s business plans and investment plans;

d) Promulgate the company’s rules and regulations, unless otherwise prescribed by the company’s charter;

dd) Designate, dismiss the company’s managerial positions, except for those within the competence of the Board of members;

e) Sign contracts on behalf of the company, except for those within the competence of the Board of members;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of members;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the company’s charter, employment contract between Director/General Director and the company according to the Resolution of the Board of members.

Article 65. Standards and conditions of Director/General Director

1. The Director/General Director must be legally competent and is not banned from enterprise management as prescribed in Clause 2 Article 18 of this Law.

2. The Director/General Director must have experience and qualifications in business administration, unless otherwise prescribed by the company’s charter.

3. With regard to a subsidiary of which over 50% of charter capital is held by the State in the form of stakes of shares, apart from the standards and requirements in Clause 1 and Clause 2 of this Article, the Director/General Director must not be a spouse, birth parent, adoptive parent, birth child, adopted child, brother, sister, brother-in-law, sister-in-law of the manager of the parent company and the representative of state capital in such company.

Article 66. Wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and managers

1. The company shall pay wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and other managers according to the business outcomes.

2. The wages, salaries of the Chairperson of the Board of members, Director/General Director, and other managers shall be included in operating expense as prescribed by regulations of law on corporate income tax, relevant regulations of law, and recorded as a separate item in the annual financial statement.

Article 67. Contracts and transactions subject to approval by the Board of members

1. The following contracts and transactions between the company and the following entities are subject to approval by the Board of members:

a) Members, authorized representatives of members, Director/General Director, company’s legal representative;

b) Related persons of the persons mentioned in Point a of this Clause;

c) The manager of the parent company, the person competent to designate the manager of the parent company.

d) Related persons of the persons mentioned in Point c of this Clause.

2. The person who concludes the contract or makes the transaction must send a notification to members of the Board of members and the Controller of the entities relevant to such contract or transaction. The notification shall be enclosed with the draft contract or main contents of the transaction to be made. Unless otherwise prescribed by the company’s charter, the Board of members shall decide whether to accept the contract/transaction within 15 days from the day on which the notification is received. In this case, the contract/transaction shall be accepted if it is approved by the majority of the members who represent at least 65% of voting capital. Members who involve in the contract/transaction must not vote.

3. The contract/transaction carried out against the regulations in Clause 1 and Clause 2 of this Article and causing damage to the company shall be annulled and dealt with as prescribed by law. The person who concludes the contract or makes the transaction, members involved and their related persons shall pay compensation for the damage inflicted, return to the company the income from such contract/transaction which is carried out against Clause 1 and Clause 2 of this Article or causes damage to the company.

Article 68. Adjustment to charter capital

1. The company may increases its charter capital in the following cases:

a) Capital contribution of members is increased;

b) Capital contributions are made by new members.

2. When increasing stakes of members, the additional capital shall be split to the members according to their proportion of stakes to the company’s charter capital. Every member may transfer the right to contribute capital to another person as prescribed in Article 53 of this Law. Any member who objects to the decision on increase of charter capital may refuse to contribute more capital. In this case, the additional capital contributed by the member shall be split among other members according to their proportion of stakes to the company’s charter capital, unless otherwise agreed among the members.

3. The company may decreases its charter capital in the following forms:

a) Part of stakes is returned to members according to their stake holding if the company has run for more than 02 consecutive years from the date of business registration, provided the debts and other liabilities can be paid after the return is made.

b) The company repurchases a member’s stake as prescribed in Article 52 of this Law;

c) Charter capital is not contributed fully and punctually by members as prescribed in Article 48 of this Law.

4. Within 10 days from the date of increase or decrease in charter capital, the company must send a written notification to the business registration authority. The notification shall contain:

a) Name, ID number, headquarter address of the enterprise;

b) Charter capital, the intended increase or decrease in charter capital;

c) Time, reasons, and methods of increase or decrease;

d) Full name and signature of the company’s legal representative

If charter capital is increased, the notification must be enclosed with the Resolution and meeting minutes of the Board of members. If charter capital is decreased, the notification must be enclosed with the Resolution, meeting minutes of the Board of members, and the latest financial statement. Business registration authority shall update information about increase or decrease in charter capital within 03 working days from the day on which the notification is received.

Article 69. Conditions for profit distribution

The company shall only distribute profits to its members when its business operation is profitable, tax liability and other financial obligations are fulfilled in accordance with law, debts and other liabilities can be paid after profit distribution.

Article 70. Withdrawal of returned stake or distributed profit

When a stake is returned due to an decrease to charter capital against the regulations in Clause 3 Article 68 of this Law, or profits are distributed to members against the regulations in Article 69 of this Law, the members must return the money or assets they receive, or take joint responsibility for the debts and other liabilities of the company until the amount of money or assets returned by the members is equivalent to the decrease in capital or the distributed profits.

Article 71. Responsibilities of the Chairperson of the Board of members, Director/General Director, legal representative, Controllers, and other managers

1. The Chairperson of the Board of members, Director/General Director, legal representative, Controllers, and other managers have responsibilities to:

a) Perform the given rights and obligations in an honest, careful manner to serve the best legitimate interests of the company;

b) Act in the best interest of the company; not use the company’s business opportunities, information, secrets; not abuse power or position; not use the company’s property for self-seeking purpose or serve the interests of another entity;

c) Provide the company with timely, sufficient, and accurate information about the enterprises in which they and their related person own or have the controlling stake or shares;

d) Perform other rights and obligations prescribed by law and the company’s charter.

2. The Director or General Director must not increase salaries or pay bonuses if the company is not able to pay due debts.

3. A notification of related persons mentioned in Point c Clause 1 of this Article shall contain the following information:

a) Names, enterprise identification numbers, addresses of headquarters of the enterprises in which they have stakes or shares; holding and time of ownership;

b) Names, enterprise identification numbers, addresses of headquarters of the enterprises in which their related persons have private ownership or joint ownership of shares or stakes that make up over 10% of charter capital.

4. The information mentioned in Clause 1 and Clause 3 must be declared within 05 working days from the day on which relevant interests occur or change. The company shall compile a list of related persons of the company and their transactions with the company. The list must be kept at the company’s headquarter. Members, managers, controllers of the company, and their authorized representative are entitled to examine and copy part or all of the information mentioned in Clause 1 and Clause 3 of this Article during working hours in accordance with the procedures in company’s charter.

Article 72. Lawsuits against managers

1. Members of the company shall, single-handedly or on behalf of the company, file liability or civil lawsuits against the President of the Member assembly, Director/General Director, legal representative, and other managers that commit violations against the manager’s duties in the following cases:

a) The violations mentioned in Article 71 of this Law;

b) Failure to adhere to or acts against regulations of law or the company’s charter on given rights and obligations; failure to implement or adequately, promptly implement Resolutions of the Board of members;

c) Other cases defined by law and the company’s charter.

2. Procedures for filing lawsuits shall comply with regulations of law on civil proceedings.

3. The proceeding costs when a member file a lawsuits on behalf of the company shall be included in the company’s expense, unless such lawsuit is denied.

Section 2: SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 73. Single-member limited liability company

1. A single-member limited liability company is a enterprise under the ownership of an organization or individual (hereinafter referred to as the company’s owner; the company’s owner is liable for the company’s debts and other liabilities up to the company’s charter capital.

2. A single-member limited liability company has its legal status from the issuance date of the Certificate of Business registration.

3. Single-member limited liability companies must not issue shares.

Article 74. Capital contribution to the company’s establishment

1. Charter capital of a single-member limited liability company on the business registration date is total value of assets promised to be contributed by the owner, which is written in the company’s charter.

2. A owner shall make contributions in accordance with the commitment upon enterprise registration within 90 days from the issuance date of the Certificate of Business registration in terms of value and types of assets.

3. If sufficient charter capital is not fully contributed by the deadline mentioned in Clause 2 of this Article, the owner shall register a change to the charter capital within 30 days from the deadline for fully contributing charter capital. In this case, the owner shall take responsibility up to the value of promised capital contribution for the company’s financial obligations incurred before the change to charter capital is registered.

4. The owner, with his/her entire property, shall take responsibility for the company’s financial obligations, the damage caused by failure to contribute capital, or failure to fully and punctually contribute capital.

Article 75. Rights of the company’s owner

1. The company’s owner has the rights to:

a) Decide the contents of the company’s charter; amend the company’s charter;

b) Decide the annual business plans and development plans of the company;

c) Decide the organizational structure; designate and dismiss the company’s manager;

d) Decide development investment projects;

dd) Decide solutions for market development, marketing, and technology;

e) Ratify contracts to take loans, contracts to grant loans, and other contracts prescribed by the company’s charter of which the values are equal to or higher than 50% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

g) Decide the sale of assets of which the values are equal to or higher than 50% of the total asset value written in the latest financial statement of the company, or a smaller rate prescribed by the company’s charter;

h) Decide increases to the company’s charter capital; transfer part of or all of the company’s charter capital to other organizations and/or individuals;

i) Decide the establishment of subsidiaries, capital contributions to other companies;

k) Supervise and assess the company’s business operation;

l) Decide the use of profit after company’s tax liability and other financial obligations are fulfilled;

m) Decide the company’s restructuring, dissolution, and petition for bankruptcy;

n) Withdraw the entire value of the company’s asset value after the dissolution or bankruptcy process is completed;

o) Exercise other rights prescribed in this Law and the company’s charter.

2. The company’s owner being an individual has the rights to:

a) Decide the contents of the company’s charter; amend the company’s charter;

b) Decide the company’s investments, business operation, and administration, unless otherwise prescribed by the company’s charter;

c) Decide increases to the company’s charter capital; transfer part of or all of the company’s charter capital to other organizations and/or individuals;

d) Decide the use of profit after company’s tax liability and other financial obligations are fulfilled;

dd) Decide the company’s restructuring, dissolution, and petition for bankruptcy;

e) Withdraw the entire value of the company’s asset value after the dissolution or bankruptcy process is completed;

g) Exercise other rights prescribed in this Law and the company’s charter.

Article 76. Obligations of the company’s owner

1. Contribute charter capital fully and punctually.

2. Adhere to the company’s charter.

3. Determine and separate assets of the owner and those of the company. The company’s owner being an individual must separate the expenditures of his/her own and his/her family from those made in the position of the company's President, Director, or General Director.

4. Comply with regulations of law on contracts and relevant regulations of law on buying, selling, loaning, borrowing, leasing, renting, and other transactions between the company and the company’s owner.

5. The company’s owner may only withdraw capital by transferring part of or all of the charter capital to another organization or individual; when withdrawing part of or all of charter capital contributed to the company using another method, the owner and relevant organization or individual shall be jointly responsible for the debts and other liabilities of the company.

6. The company’s owner must not receive profit when the company fails to pay the due debts and other liabilities.

7. Fulfill other obligations prescribed in this Law and the company’s charter.

Article 77. Performance of the company’s owner’s rights in some special cases

1. When the owner transfers, give part of the charter capital to another organization or individual (hereinafter referred to as entity), or the company has a new member, the company shall be converted into a multi-member limited liability company or joint-stock company, register changes to business registration contents with the business registration authority within 10 days from the date on which capital is transfer, given, or the new member is admitted.

2. In case the company’s owner being an individual is detained, sentenced to imprisonment, or deprived of the right to practice by a court as prescribed by law, such member shall authorize another person to perform the rights and obligations of the company’s owner.

3. If the company’s owner being an individual dies, his/her inheritor according to the will or law shall be the owner or member of the company. The company shall be converted correspondingly and register changes to business registration contents within 10 days from the completion of the inheritance process.

If the company’s owner being an individual dies without an inheritor or the inheritor renounces the inheritance or has the right to inherit deprived, the owner’s stake shall be settled in accordance with regulations of law on civil affairs.

4. In case the company’s owner being an individual becomes legally incompetent, rights and obligations of the company’s owner shall be performed by the guardian.

5. If the company’s owner being an organization is dissolved or bankrupt, the recipient of the owner’s stake shall become the owner or member of the company. The company shall be converted correspondingly and register changes to business registration contents within 10 days from the completion of the transfer process.

Article 78. Organizational structure of single-member limited liability company under the ownership of an organization

1. A single-member limited liability company under the ownership of an organization shall apply one of the following organizational models:

a) The company's President, Director/General Director, and Controller;

b) The Board of members, Director/General Director, and Controller.

2. Unless otherwise prescribed by the company’s charter, the Chairperson of the Board of members or the company's President shall be the company’s legal representative.

3. Unless otherwise prescribed by the company’s charter, the roles, rights and obligations of the Board of members, the company's President, Director/General Director, and Controller shall comply with this Law.

Article 79. The Board of members

1. Members of the Board of members shall be designated and dismissed by the company’s owner; there will be 03 – 07 members, the term of office shall not exceed 05 years. The Board of members, on behalf of the company, shall perform rights and obligations of the company’s owner and the company, except for rights and obligations of the Director/General Director; take legal responsibility to the company’s owner for the fulfillment of rights and obligations in accordance with this Law and relevant regulations of law.

2. Rights, obligations, and working relationship between the Board of members and the company’s owner shall comply with the company’s charter Decree relevant regulations of law.

3. The Chairperson of the Board of members shall be designated by the owner or elected by the Board of members under the majority rule following the procedures prescribed in the company’s charter. Unless otherwise prescribed by the company’s charter, the term of office, rights and obligations of the Chairperson of the Board of members shall comply with Article 57 and relevant regulations of this Law.

4. The power and method to convene meetings the Board of members shall comply with Article 58 of this Law.

5. A meeting of the Board of members shall be held when it is attended at least two thirds of the members. Unless otherwise prescribed by the company’s charter, each member shall have one vote with the equal value. The Board of members may ratify decisions by absentee voting.

6. A Resolution of the Board of members shall be ratified when it is approved by a majority of the attending members. Decisions on amendments to the company’s charter, restructuring of the company, transfer of part of or all of the company’s charter capital must be approved by at least three fourths of the attending members.

The Resolution of the Board of members is effective from the day on which it is ratified or on the date written thereon, unless otherwise prescribed by the company’s charter.

7. Every meeting of the Board of members must be recorded in writing, audio recordings, or other electronic media. Contents of minutes of meetings of the Board of members shall comply with Article 61 of this Law.

Article 80. The company's President

1. The company's President is designated by the owner. The company's President, on behalf of the company’s owner, shall perform rights and obligations of the company’s owner and the company, except for rights and obligations of the Director/General Director; take legal responsibility to the company’s owner for the fulfillment of rights and obligations in accordance with this Law, relevant regulations of law, and the company’s charter.

2. Rights, obligations, and working relationship between the company's President and the company’s owner shall comply with the company’s charter, this Law, and relevant regulations of law.

3. A decision of the company's President’s on performance of rights and obligations of the company’s owner is effective from the day on which it is ratified by the company’s owner, unless otherwise prescribed by the company’s charter.

Article 81. Director/General Director

1. The Board of members or the company's President shall designate or hire Director/General Director, the term of office of whom does not exceed 05 years, to administer the company’s everyday business operation. The Director/General Director is legally responsible to the Board of members or the company's President for fulfillment of his/her rights and obligations. The Chairperson of the Board of members, other members of the Board of members, or the company's President may concurrently hold the position of Director (General Director), unless otherwise prescribed by law or the company’s charter.

2. The Director/General Director has the following rights and obligations:

a) Organize the implementation of decisions of the Board of members or the company's President;

b) Decide the issues related to the company’s everyday business operation;

c) Organize the implementation of the company’s business plans and investment plans;

d) Promulgate the company’s rules and regulations;

dd) Designate, dismiss the company’s managers, except for those under the management of the Board of members or the company's President;

e) Sign contracts on behalf of the company, except for those within the competence of the Chairperson of the Board of members or the company's President;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of members or the company's President;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

l) Perform other rights and obligations prescribed in the company’s charter, employment contract between Director/General Director and the Chairperson of the Board of members or the company's President.

3. The Director/General Director must:

a) be legally competent and not be any of the persons mentioned in Clause 2 Article 18 of this Law;

b) has qualifications and actual experience of the company’s administration, unless otherwise prescribed by the company’s charter.

Article 82. Controllers

1. The company’s owner shall decide the number of controllers, designate controllers with terms of office not exceeding 05 years, and establishment of the Control Board. Controllers are legally responsible to the company’s owner for fulfillment of their rights and obligations.

2. Controllers have the following rights and obligations:

a) Inspect the legitimacy, honesty, and cautiousness of the Board of members, the company's President, and the Director/General Director during the performance of the owner’s rights and business administration;

b) Verify financial statements, business outcome reports, administration reports, and other reports before submitting them to the company’s owner or relevant regulatory bodies; submit verification reports to the company’s owner;

c) Propose solutions, organizational structure, and business administration to the company’s owner;

d) Examine every document of the company at the company’s headquarter, branch, or representative office. Member of the Board of members, the company's President, Director/General Director, and other managers are obliged to provide sufficient and timely information about the performance of the owner’s rights and business operation at the request of Controllers;

dd) Attend and discuss at meetings of the Board of members and other meetings of the company;

e) Perform other rights and obligations prescribed in the company’s charter or at the request, under decisions of the company’s owner.

3. Controllers must:

a) be legally competent and is not any of the persons mentioned in Clause 2 Article 18 of this Law;

b) not be related persons of members of the Board of members, the company's President, Director/General Director, and the person competent to directly designate Controllers;

c) has qualifications in and experience of accounting, audit, or qualifications in and actual experience of the company’s business lines, or satisfy other standards and conditions prescribed in the company’s charter.

4. The company’s charter shall specify the contents and method of cooperation among Controllers.

Article 83. Responsibilities of members of the Board of members, the company's President, Director/General Director, and Controllers

1. Comply with law, the company’s charter, decisions of the company’s owner with regard to the given rights and obligations.

2. Perform rights and obligations in an honest, discreet manner to ensure the best interests of the company and the company’s owner.

3. Act in the best interest of the company and the company’s owner; do not use information, secrets, business opportunities of the company, or abuse the power, or use the company’s assets for self-seeking purposes or serving the interests of another entity.

4. Provide timely, sufficient, and accurate information for the company about the enterprises that they or their related persons own or have the controlling stake or shares. This Notice shall be put up at the company’s headquarter and branch(es).

5. Other rights and obligations prescribed by this Law and the company’s charter.

Article 84. Wages, salaries, and other benefits of managers and Controllers

1. Managers and Controllers shall receive wages, salaries, and other benefits according to the business outcome of the company.

2. The company’s owner shall decide the wages, salaries, and other benefits of members of the Board of members, the company's President, and Controllers. The wages, salaries, and other benefits of managers and Controllers shall be included in operating expense as prescribed by regulations of law on taxation, relevant regulations of law, and recorded as a separate item in the annual financial statement.

3. Wages, salaries, and other benefits of Controllers may be directly paid by the company’s owner as prescribed by the company’s charter.

Article 85. Organizational structure of single-member limited liability company under the ownership of an individual

1. A single-member limited liability company under the ownership of an individual shall has a the company's President and a Director/General Director.

2. The company's President may hire a Director/General Director or concurrently hold such position.

3. Rights and obligations of the Director/General Director shall be specified in the company’s charter and employment contract between the Director/General Director and the company's President.

Article 86. Contracts, transactions between the company and related persons

1. Unless otherwise prescribed by the company’s charter, the contracts and transactions between a single-member limited liability company under the ownership of an organization and the following persons must be considered and decided by the Board of members or the company's President, the Director/General Director, and Controllers:

a) The company’s owner and related persons of the company’s owner;

b) Members of the Board of members, the Director/General Director, and Controllers;

c) Related persons of the persons mentioned in Point b of this Clause;

d) Managers of the company’s owner, persons to designate such managers;

dd) Relevant persons of the persons mentioned in Point d of this Clause.

The person who concludes the contract must send a notification to the Board of members or the company's President, the Director/General Director, and Controllers of the entities related to such contract/transaction The notification shall be enclosed with the draft contract or main contents of the transaction.

2. Unless otherwise prescribed by the company’s charter, the Board of members, the company's President, and Controllers shall decide whether to accept the contract/transaction within 10 days from the day on which the notification is received under the majority rule. Each of the said people has a vote. Persons with related interest must not vote.

3. A contract/transaction mentioned in Clause 1 of this Article shall only be accepted when all of the conditions below are satisfied:

a) Parties to the contract/transaction are independent legal entities with separate interests, rights, obligations, and assets;

b) Prices in the contract/transaction are market prices at the time the contract is concluded or the transaction is made;

c) The company’s owner fulfills the obligations prescribed in Clause 4 Article 76 of this Law.

4. The contract/transaction made against the regulations in Clauses 1, 2, and 3 of this Article and causes damage to the company shall be annulled and dealt with as prescribed by law. The person who concludes the contract and related persons of the parties concerned shall be jointly responsible for the damage inflicted and shall pay compensation for such damage, and return to the company the profits derived from such contract/transaction.

5. Every contract and transaction between a single-member limited liability company under the ownership of an individual with the company’s owner or related person of the company’s owner must be recorded in writing. Such records shall be kept separately as company’s documents.

Article 87. Adjustment to charter capital

1. A single-member limited liability company shall adjusts its charter capital in the following cases:

a) Part of stakes in the company’s charter capital is returned, provided that the company has continued its business operation for more than 02 years from the business registration date, and that all debts and liabilities can be paid after the return;

b) Charter capital is not provided by the owner fully and punctually as prescribed in Article 74 of this Law.

2. Charter capital of a single-member limited liability company shall be increased when the company’s owner makes additional investment or raise additional capital from other persons. The owner shall decide the method and level of increase to charter capital.

3. If charter capital is increased by raising capital from other persons, the company must be converted into one of the following types of business entity:

a) a multi-member limited liability company; the company must register changes to business registration contents within 10 days from the completion of charter capital adjustment; or

b) a joint-stock company as prescribed in Article 196 of this Law.